Beijing Tianyuan (Guangzhou) law firm
About Guangdong Highsun Group Co.Ltd(000861)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 058 to: Guangdong Highsun Group Co.Ltd(000861)
Guangdong Highsun Group Co.Ltd(000861) (hereinafter referred to as the "company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") adopts the combination of on-site voting and online voting. The on-site meeting was held in the conference hall on the 29th floor of Haiyin center, No. 98, Donghua South Road, Yuexiu District, Guangzhou, Guangdong Province on February 10, 2022. Beijing Tianyuan (Guangzhou) law firm (hereinafter referred to as "the firm") accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of 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") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This legal opinion is issued in accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Guangdong Highsun Group Co.Ltd(000861) articles of Association (hereinafter referred to as the "articles of association") on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have examined the announcement of the resolution of the tenth extraordinary meeting of the tenth board of directors of Guangdong Highsun Group Co.Ltd(000861) , the notice of Guangdong Highsun Group Co.Ltd(000861) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of convening the general meeting of shareholders") and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The 10th board of directors of the company held the 10th meeting on January 25, 2022, made a resolution to convene the shareholders' meeting, and issued the notice on convening the first extraordinary shareholders' meeting in 2022 through the designated information disclosure media on January 26, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:50 on February 10, 2022 in the conference hall on the 29th floor of Haiyin center, No. 98, Donghua South Road, Yuexiu District, Guangzhou, Guangdong Province. It was presided over by Chairman Shao Jianming and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is the trading time on February 10, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m; The specific time for voting through the Internet voting system is 9:15-15:00 on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 18 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 905204209 voting shares of the company, accounting for 38.9238% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, there were 2 Shareholders and shareholder representatives (including shareholder agents) attending the on-site meeting of the general meeting of shareholders, holding 904309349 voting shares of the company, accounting for 38.8853% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 16 shareholders participated in the online voting of the general meeting of shareholders, holding 894860 voting shares of the company, accounting for 0.0385% of the total shares of the company.
There are 16 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) (hereinafter referred to as "small and medium-sized investors") who individually or jointly hold more than 5% of the company's shares, representing 894860 voting shares of the company, accounting for 0.0385% of the total shares of the company.
In addition to the above shareholders and shareholders' representatives, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders.
The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
According to the combined online voting and on-site voting results, the voting results of the proposal considered at the shareholders' meeting are as follows: (I) voting results of the proposal on the transfer of 100% equity of Zhaoqing guangheng Lighting Co., Ltd. by a wholly-owned subsidiary: 904981109 shares were agreed, accounting for 99.9754% of the total voting shares held by all shareholders attending the meeting; Against 223100 shares, accounting for 0.0246% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting situation of small and medium-sized investors was: 671760 shares were agreed, accounting for 75.0687% of the total voting shares held by small and medium-sized investors attending the meeting; Against 223100 shares, accounting for 24.9313% of the total voting shares held by small and medium-sized investors attending the meeting; Abstain 0 shares.
Voting result: adopted
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid. (no text below this page)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Guangdong Highsun Group Co.Ltd(000861) 2022) person in charge of Beijing Tianyuan (Guangzhou) law firm (seal):
Yin Xiong
Handling lawyer (signature): Rong Wei
Li Qiman
Address: room 3301, No. 6, Zhujiang East Road, Tianhe District, Guangzhou, Guangdong Province zip code: 510623
February 10, 2022
