About Fujian Nebula Electronics.Ltd(300648)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (86 591) 8806 5558 Fax: (86 591) 8806 8008
website: http://www.zenithlawyer.com.
About Fujian Nebula Electronics.Ltd(300648)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Mlfz [2022] No. 024 to: Fujian Nebula Electronics.Ltd(300648)
Fujian Zhili law firm (hereinafter referred to as the firm) accepts the entrustment of Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the company) to appoint lawyers Cai Zhongshan and Chen Lusheng to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the meeting or the general meeting of shareholders), and in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the rules for the general meeting of shareholders of listed companies (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission, hereinafter referred to as the rules for the general meeting of shareholders of listed companies) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 517, hereinafter referred to as the detailed rules for the implementation of online voting) and other relevant laws, regulations, normative documents and the provisions of the articles of Association issued legal opinions.
For this legal opinion, we hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The company shall verify the authenticity of the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the 17th meeting of the third board of directors, the notice on convening the second extraordinary general meeting in 2022, the register of shareholders of the company on the equity registration date of the meeting, the articles of association, etc.) provided to the lawyers of the firm Responsible for integrity and effectiveness.
3. The authenticity and validity of the identity documents and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer's responsibility is to check whether the name (or name) of the shareholders and their shareholding amount are consistent with the name (or name) of the shareholders and their shareholding amount registered in the register of shareholders of the company.
4. The operation behavior of the company's shareholders (or shareholders' agents) participating in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange shall be regarded as their own behavior, and the shareholders shall bear all legal consequences. The qualification of shareholders who vote through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules of the general meeting of shareholders of listed companies, the lawyers of the exchange only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants of the meeting, the voting procedures and voting results of the meeting in this legal opinion, Our lawyers do not express their opinions on the authenticity, accuracy and legitimacy of the contents of various proposals considered at this meeting and the facts or data involved.
6. Our lawyer agrees that the board of directors of the company will announce this legal opinion together with the resolution of this meeting.
Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 17th meeting of the third board of directors of the company made a resolution on convening this meeting on January 14, 2022. The board of directors of the company made a statement in the securities times, China Securities News, Shanghai Securities News and Securities Daily on January 15, 2022 The notice on convening the second extraordinary general meeting of shareholders in 2022 was published on the websites of Shenzhen Stock Exchange and cninfo.
The meeting was held by combining on-site meeting and online voting. The on-site meeting of this meeting was held in the afternoon of February 9, 2022 in the first conference room of the company, No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province, presided over by Mr. Li Youcai, chairman of the company. The shareholders of the company shall vote online through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 9, 2022. The shareholders of the company shall vote online through the Internet voting system of Shenzhen Stock Exchange at any time from 9:15 a.m. to 15:00 p.m. on February 9, 2022.
Our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
（1） The meeting was convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
（2） On the qualifications of the participants in this meeting
1. A total of 11 shareholders (or shareholders' proxies, the same below) attended the on-site meeting and online voting of the general meeting of shareholders, with 55906076 representative shares, accounting for 37.8296% of the total number of shares of the company (147783896 shares). Among them: (1) there are 3 shareholders attending the on-site meeting, with 55459276 representative shares, accounting for 37.5273% of the total shares of the company; (2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, there are 8 shareholders participating in online voting, representing 446800 shares, accounting for 0.3023% of the total shares of the company; (3) There are 8 small and medium-sized investors attending the on-site meeting and online voting (referring to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below), representing 446800 shares, accounting for 0.3023% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. 2. Some directors, supervisors, general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers of the company attended the meeting in person.
Our lawyers believe that the qualifications of the above-mentioned participants are legal and valid.
3、 Voting procedures and results of this meeting
The meeting adopted the following resolutions one by one by a combination of on-site open voting and online voting:
（1） The proposal on providing guarantee for wholly-owned and holding subsidiaries in 2022 was deliberated and passed. The voting results are as follows:
Voting of all shareholders present voting of small and medium investors
vote
Proportion of the number of opinion representative shares in the number of representative shares held by shareholders attending the meeting in the total number of voting shares (shares) held by small and medium-sized investors attending the meeting
Agreed 55906076 100% 446800 100%
Objection 0% 0%
Waiver 0% 0%
（2） The proposal on applying for financing quota from banks was deliberated and adopted, and the voting results are as follows:
Voting of all shareholders present voting of small and medium investors
vote
Proportion of the number of opinion representative shares in the number of representative shares held by shareholders attending the meeting in the total number of voting shares (shares) held by small and medium-sized investors attending the meeting
Agreed 55906076 100% 446800 100%
Objection 0% 0%
Waiver 0% 0%
Our lawyers believe that the voting procedures and results of this meeting are legal and valid in accordance with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies (revised in 2022), the implementation rules for online voting of the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association. The convener and attendees of this meeting are legally qualified, The voting procedures and results of this meeting are legal and valid.
This legal opinion shall come into force after being sealed by the office and signed by the person in charge and the handling lawyer of the office. This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
(there is no text on this page, which is the signature page of the legal opinion of Fujian Zhili law firm on the second extraordinary general meeting of shareholders in Fujian Nebula Electronics.Ltd(300648) 2022)
Handling lawyer of Fujian Zhili law firm:
Cai Zhongshan, Fuzhou, China
Handling lawyer:
Chen Lusheng
Principal of law firm:
Bai Tao
February 9, 2002
