Notice of Beijing Zhonglun (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Guangzhou Hexin Instrument Co.Ltd(688622) 2022
Legal opinion
February, 2002
23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10#Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 2826 1688 Fax: (8620) 2826 1666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Guangzhou Hexin Instrument Co.Ltd(688622)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Guangzhou Hexin Instrument Co.Ltd(688622)
Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Guangzhou Hexin Instrument Co.Ltd(688622) (hereinafter referred to as “the company”) to appoint lawyers Zeng Si and Wu Xiaoting (hereinafter referred to as “the firm’s lawyer”) to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
The firm and its lawyers have strictly performed their statutory duties in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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 responsibilities.
This legal opinion is issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other currently effective laws, regulations and normative documents, as well as the provisions of the Guangzhou Hexin Instrument Co.Ltd(688622) articles of Association (hereinafter referred to as the “articles of association”).
The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law, the securities law and other laws, regulations, normative documents and the articles of association of the company, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. On January 23, 2022, the company held the 37th meeting of the second board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On January 25, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media in accordance with the provisions of the CSRC, which discussed the time and place of the general meeting, the matters to be considered, the participants, the registration method of the meeting The contact person and contact information of the meeting were notified to all shareholders in the form of announcement.
After verification, the proposals considered at the general meeting of shareholders of the company have been deliberated and adopted at the 37th meeting of the second board of directors and the 26th meeting of the second board of supervisors held by the company on January 23, 2022. The announcement of the resolution of the meeting has been disclosed on the information disclosure website and media in accordance with the provisions of the CSRC.
After examination, our lawyers believe that the time, method and content of the notice of the company’s shareholders’ meeting and the convening procedure of the company’s shareholders’ meeting comply with the provisions of the company law, the securities law, the rules of shareholders’ meeting and other laws, regulations, normative documents and the company’s charter.
2、 Convening of this general meeting of shareholders
1. This general meeting of shareholders adopts a combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Thursday, February 10, 2022 in the company’s conference room on the third floor of Building 1, No. 16 Xinrui Road, Huangpu District, Guangzhou. The actual time and place of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
3. The online voting of the general meeting of shareholders is conducted through the online voting system and Internet voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of online voting through the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022; The specific time of voting through the Internet voting platform is 9:15-15:00 on February 10, 2022.
After examination, our lawyers believe that the convening of the general meeting of shareholders is in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
1. According to the inspection, there are 11 shareholders and shareholders’ agents attending the general meeting of shareholders of the company, with 49918652 representative shares, accounting for 71.3147% of the total voting shares of the company.
The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders’ agents attending the on-site meeting and the relevant information of shareholders’ registration are legal and valid; The qualification of shareholders who vote through the online voting system shall be verified by the organization provided by the network system.
2. All directors, supervisors and the Secretary of the board of directors of the company attended the general meeting of shareholders, and the company’s senior managers and witness lawyers attended the general meeting of shareholders as nonvoting delegates.
3. The convener of this general meeting of shareholders is the board of directors of the company.
Our lawyers believe that the qualifications of the attendants and conveners of the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 4、 Voting procedures of the general meeting of shareholders
The general meeting of shareholders deliberated on the proposals listed in the notice of the general meeting of shareholders, and voted in a combination of on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes on the spot. After the voting activity, the company counted the voting results of on-site voting, counted the voting results of online voting according to the data provided by the trading system of Shanghai Stock Exchange and the Internet voting platform, and published them on the spot.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
Proposal Name: proposal on changing the company’s domicile, modifying the business scope, amending the articles of association and handling the industrial and commercial change registration
Voting results: 49917652 shares were approved, accounting for 99.9979% of the shares held by all shareholders attending the meeting; Against 1000 shares, accounting for 0.0021% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
The proposal is approved by more than two-thirds of the effective voting rights held by the shareholders and their agents present at the meeting.
After verification, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants, the voting procedures and voting results of the company’s general meeting of shareholders are in line with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the relevant resolutions adopted at the general meeting of shareholders are legal and effective.
The original of this legal opinion is in duplicate, which will come into force after being signed and sealed by our lawyer.
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