Beijing JunZeJun (Shenzhen) law firm
About Shenzhen Quanxinhao Co.Ltd(000007)
Convening the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing JunZeJun (Shenzhen) law firm
28th and 29th floors, Rongchao economic and Trade Center, No. 4028, Jintian Road, Futian District, Shenzhen, Guangdong Province zip code: 518035 Tel.: 0755-33988188 Fax: 0755-33988199
Beijing JunZeJun (Shenzhen) law firm
About Shenzhen Quanxinhao Co.Ltd(000007)
Convening the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) Jun Shen Yi Zi No. 23 to: Shenzhen Quanxinhao Co.Ltd(000007)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company 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 laws, regulations and normative documents, as well as the Shenzhen Quanxinhao Co.Ltd(000007) articles of Association (hereinafter referred to as the “articles of association”), Entrusted by Shenzhen Quanxinhao Co.Ltd(000007) (hereinafter referred to as “the company”), Beijing JunZeJun (Shenzhen) law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and discusses the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and non voting participants, the qualifications of conveners Give legal opinions on voting procedures and voting results.
In accordance with the requirements of the rules of the general meeting of shareholders, our lawyers have fully verified the legality, compliance, authenticity and effectiveness of the company’s general meeting of shareholders, ensured that there are no false and misleading statements and major omissions in this legal opinion, and assumed corresponding legal responsibilities for the authenticity, accuracy and integrity of this legal opinion.
In accordance with the requirements of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. On January 27, 2022, the board of directors of the company made statements in the securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn./ ）Published the notice of Shenzhen Quanxinhao Co.Ltd(000007) on convening the first extraordinary general meeting of shareholders in 2022. The notice specifies the time, place, convening method, equity registration date, participants, meeting registration method, shareholder voting method and other matters of the meeting, and fully discloses the issues to be considered at the meeting.
At 14:30 p.m. on February 14, 2014, the meeting was held as scheduled in the company conference room on the 6th floor of ideal times building, No. 8, Meikang Road, Meilin street, Futian District, Shenzhen. The online voting time of this general meeting of shareholders is from 9:15 to 9:25, from 9:30 to 11:30 and from 13:00 to 15:00 on February 14, 2022 through the trading system of Shenzhen Stock Exchange; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on February 14, 2022 to 15:00 on February 14, 2022.
After verification, the time, place and other matters of the general meeting of shareholders are consistent with the contents of the notice of the general meeting of shareholders. The convening and convening procedures of the general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents such as the company law, rules for the general meeting of shareholders, detailed rules for the implementation of online voting, and the relevant provisions of the articles of association.
2、 Qualifications of conveners, attendees and non voting participants of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company is qualified to convene this general meeting of shareholders.
2. According to the identity certificates and power of attorney of the shareholders (or shareholder representatives) attending the on-site meeting of the company, there are 1 shareholder and shareholder representative attending the on-site meeting, and the number of voting shares representing the company is 37500000 shares, accounting for 10.8241% of the total share capital of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, 11 shareholders participated in the online voting within the effective time, representing 64530058 voting shares of the company, accounting for 18.6262% of the total share capital 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.
There are 10 shareholders individually or jointly holding less than 5% of the company’s shares, representing 15147531 voting shares, accounting for 4.3722% of the company’s total share capital.
3. Other personnel attending and attending the on-site meeting include:
(1) Directors of the company;
(2) Supervisors of the company;
(3) Senior management of the company;
(4) Our lawyer.
It is verified that the qualifications of the convener, attendees and non voting participants of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Proposal of this shareholders’ meeting
According to the notice of Shenzhen Quanxinhao Co.Ltd(000007) on convening the first extraordinary general meeting of shareholders in 2022, the proposal considered at this general meeting is the proposal on electing Shi Senjie as a director of Shenzhen Quanxinhao Co.Ltd(000007) the 11th board of directors Proposal on electing Bian Huan as an independent director of the 11th board of directors and proposal on electing Wu qiongjie as an independent director of the 11th board of directors.
After review, the matters considered at this shareholders’ meeting are consistent with those listed in the announcement. No shareholders put forward new proposals beyond the above matters, and there is no change in the contents of the proposals.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the proposals listed in the general meeting of shareholders, and supervised, checked and counted the votes in accordance with the provisions of the articles of association. The shareholders and shareholders’ agents attending the meeting did not raise objections to the voting results, and announced the on-site voting results on the spot.
The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet system of Shenzhen Stock Exchange.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
After the voting of this general meeting of shareholders, the company has consolidated the voting results of on-site voting and online voting. The details are as follows:
1. Proposal on electing Shi Senjie as a director of the Shenzhen Quanxinhao Co.Ltd(000007) 11th board of directors
Voting results: 101957208 shares were approved, accounting for 99.9286% of the total voting shares attending the general meeting of shareholders; Against 72850 shares, accounting for 0.0714% of the total voting shares attending the general meeting of shareholders; The number of abstained shares is 0, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Total voting of minority shareholders: 15074681 shares were approved, accounting for 99.5191% of the shares held by minority shareholders attending the meeting; 4800.9% of the minority shareholders opposed the meeting, accounting for 72850%; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
2. Proposal on electing Bian Huan as an independent director of the Shenzhen Quanxinhao Co.Ltd(000007) 11th board of directors
Voting results: 101957208 shares were approved, accounting for 99.9286% of the total voting shares attending the general meeting of shareholders; Against 72850 shares, accounting for 0.0714% of the total voting shares attending the general meeting of shareholders; The number of abstained shares is 0, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Total voting of minority shareholders: 15074681 shares were approved, accounting for 99.5191% of the shares held by minority shareholders attending the meeting; Against 72850 shares, accounting for 0.4809% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
3. Proposal on electing Wu qiongjie as an independent director of the Shenzhen Quanxinhao Co.Ltd(000007) 11th board of directors
Voting results: 101957208 shares were approved, accounting for 99.9286% of the total voting shares attending the general meeting of shareholders; Against 72850 shares, accounting for 0.0714% of the total voting shares attending the general meeting of shareholders; The number of abstained shares is 0, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Total voting of minority shareholders: 15074681 shares were approved, accounting for 99.5191% of the shares held by minority shareholders attending the meeting; Against 72850 shares, accounting for 0.4809% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
After inspection, our lawyers believe that the deliberation proposal, voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, regulations and normative documents such as the company law and the rules of the general meeting of shareholders, as well as the relevant provisions of the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener of the meeting is qualified to convene the general meeting of shareholders; The personnel attending and attending the meeting as nonvoting delegates are legally qualified; The deliberation proposals, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules of general meeting of shareholders and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
The exchange agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders. This legal opinion is made in three originals, which shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the official seal of the office.
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Head of Beijing JunZeJun (Shenzhen) law firm:
De Yuan Jiang
Handling lawyer:
Du Weiqiang
Handling lawyer:
Zhang Siqin
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