Legal opinion of Shanghai Chengming Zezheng law firm
Shanghai Chengming Zezheng law firm
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Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: S.F.Holding Co.Ltd(002352)
Shanghai Chengming Zezheng law firm (hereinafter referred to as “the firm”), entrusted by S.F.Holding Co.Ltd(002352) (hereinafter referred to as “the company”), appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “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”) This legal opinion is issued in accordance with 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and the S.F.Holding Co.Ltd(002352) articles of Association (hereinafter referred to as the “articles of association”). The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to take this legal opinion as the legal document for the announcement of the company’s general meeting of shareholders, and submit it to Shenzhen stock exchange for review and announcement together with other announcements of the company.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The company held this shareholders’ meeting, and the board of directors has notified all shareholders in the form of announcement on the website of Shenzhen Stock Exchange, cninfo and other designated websites 15 days before the meeting. The announcement issued by the company specifies the time and place of the meeting and the matters to be considered at the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method and contact telephone number of shareholders attending the meeting, etc.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement and fully disclosed the contents of the proposal in accordance with relevant regulations.
Legal opinion of Shanghai Chengming Zezheng law firm
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 of the company was held at 15:00 p.m. on Friday, February 11, 2022 in the conference room of block B, chuangzhitiandi building, Shenzhen investment control, Keji South 1st Road, Nanshan District, Shenzhen; Online voting through the trading system of Shenzhen Stock Exchange: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on Friday, February 11, 2022; The voting time through the Internet voting system is any time from 9:15 a.m. on Friday, February 11, 2022 to 15:00 p.m. on Friday, February 11, 2022. The meeting passed the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time. The time, place and method of the meeting shall comply with the above notice.
It is verified 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、 Legality and validity of the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders and the convener
1. A total of 132 shareholders and authorized representatives of shareholders participated in the voting of the general meeting of shareholders, with 3212810277 representative shares, accounting for 65.4845% of the total voting shares of the company. Of which:
According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate submitted by the shareholders attending the meeting, 42 shareholders and authorized representatives of shareholders attended the on-site meeting of the general meeting of shareholders, with a total of 2967274388 shares, accounting for 60.4799% of the total voting shares of the company.
According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 90 shareholders voted effectively through the online voting system within the specified time of online voting, representing 245535889 voting shares, accounting for 5.0046% of the total voting shares of the company.
A total of 128 small and medium-sized investors participated in the voting, and the total number of voting shares held by them was 457834621, accounting for 9.3317% of the total voting shares of the company.
2. Other personnel attending the general meeting of shareholders
It is verified that the persons attending (some directors attend the meeting through remote telephone / video conference) or attending the shareholders’ meeting as nonvoting delegates are some directors, supervisors, senior managers and lawyers hired by the company, in addition to shareholders and entrusted agents.
3. Convener of this shareholders’ meeting
Legal opinion of Shanghai Chengming Zezheng law firm
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they vote online. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the qualifications of participants and conveners of this general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
There were no new temporary proposals at the shareholders’ meeting of the company, and the proposals listed in the meeting notice were considered and voted on one by one. The proposals listed on the agenda were not shelved or not voted for any reason. After verification, the company’s general meeting of shareholders voted on the matters notified and announced by the general meeting of shareholders by a combination of on-site open voting and online voting. After the voting, the votes were monitored according to the procedures specified in the articles of association and the voting results were announced on the spot. The number of votes deliberated and passed at the shareholders’ meeting complies with the provisions of the articles of association, and its voting procedures and voting results comply with the provisions of relevant laws and regulations and the articles of association.
4、 Concluding observations
To sum up, 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; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals without copies.
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Legal opinion of Shanghai Chengming Zezheng law firm
(there is no text on this page, which is the signature page of the legal opinion of Shanghai Chengming Zezheng law firm on the first extraordinary general meeting of shareholders in S.F.Holding Co.Ltd(002352) 2022)
Shanghai Chengming Zezheng law firm
Principal: witness lawyer:
Wu Xiaoliang, song Hongchang
Ma benxiao
specific date
