Shanghai jintiancheng (Wuhan) law firm
On Rongfeng Holding Group Co.Ltd(000668) the first extraordinary general meeting of shareholders in 2002
Legal opinion
Address: 8th floor, Minsheng financial center, No. 187, Yunxia Road, Jianghan District, Wuhan
Tel: 027-83828888 Fax: 027-83826988
Shanghai jintiancheng (Wuhan) law firm
About Rongfeng Holding Group Co.Ltd(000668)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Rongfeng Holding Group Co.Ltd(000668)
Entrusted by Rongfeng Holding Group Co.Ltd(000668) (hereinafter referred to as "the company"), Shanghai jintiancheng (Wuhan) law firm (hereinafter referred to as "the firm") appoints the lawyer to attend the first extraordinary general meeting of shareholders of the company in 2002 (hereinafter referred to as "the general meeting of shareholders") by remote video in accordance with the relevant requirements of epidemic prevention and control, and to discuss the matters related to the convening of the general meeting of shareholders of the company, The articles of association and other normative documents (hereinafter referred to as "the company law of the people's Republic of China") are issued in accordance with the provisions of the company law, the articles of association and other regulations of the people's Republic of China (hereinafter referred to as "the company law").
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company's general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On January 28, 2022, the company held the 11th meeting of the 10th board of directors and decided to convene the shareholders' meeting.
The company has published in the securities times and cninfo on January 29, 2021（ http://www.cn.info.com.cn. ）The notice of Rongfeng Holding Group Co.Ltd(000668) on convening the first extraordinary general meeting of shareholders in 2022 was issued at the meeting. The aforesaid meeting notice specifies the convener, date and time of the general meeting of shareholders (including the date and time of the on-site meeting and the date and time of online voting), the method of convening, the date of share registration, the object of attendance, the place of the meeting, the matters considered at the meeting, the registration method of the on-site meeting Specific operation process, meeting contact person and contact information of participating in online voting. Among them, the date of publication of the announcement is more than 15 days from the date of the convening of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:30 on February 14, 2022 in the conference room on the third floor of building 6, Hanwei International Plaza, zone 4, No. 186, South Fourth Ring West Road, Fengtai District, Beijing, as scheduled, presided over by Mr. Wang Zheng, chairman of the company.
The shareholders' meeting was held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 14, 2022. The equity registration date of shareholders is February 9, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 26 shareholders and their proxies attended the general meeting, representing 73046621 voting shares, accounting for 49.7451% of the total shares of the company, including:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents attending the on-site meeting of the general meeting of shareholders were found. There were three shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, all of whom were registered with China Securities Depository and clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of February 9, 2022, The total number of shares held by the shareholders of the company is 329721.84%.
Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, a total of 23 shareholders voted effectively through the online voting system, representing 13073338 voting shares, accounting for 8.9030% 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.
3. Minority investors and shareholders attending the meeting
A total of 25 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 13120538 voting shares, accounting for 8.9351% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending and attending the shareholders' meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendees of the company's general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and is legal and effective.
3、 Proposals considered at the general meeting of shareholders
The proposals considered in the notice of the general meeting of shareholders are: proposal on the amount of connected transactions between the company and Ma'anshan rural commercial bank in 2022 and proposal on guarantee and connected transactions provided by subsidiaries.
The above proposal was announced on the securities times and the website of Shenzhen Stock Exchange on January 29, 2021.
After the review of the lawyers of the firm, the proposals deliberated by the company's general meeting of shareholders fall within the scope of powers of the company's general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice. 4、 Voting procedures and results of the general meeting of shareholders
The shareholders' meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders' meeting are as follows:
1. Proposal on the amount of connected transactions between the company and Ma'anshan rural commercial bank in 2022
Voting results: 72646521 shares were approved, accounting for 99.4523% of the shares held by all shareholders attending the meeting; Oppose 400100 shares, accounting for 0.5477% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12720438 shares were approved, accounting for 96.9506% of the shares held by minority shareholders attending the meeting; Oppose 400100 shares, accounting for 3.0494% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The motion was passed.
2. Proposal on guarantee and related party transactions provided by subsidiaries
Voting results: 12490438 shares were approved, accounting for 95.1976% of the shares held by all shareholders attending the meeting; Against 630100 shares, accounting for 4.8024% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12490438 shares were approved, accounting for 95.1976% of the shares held by minority shareholders attending the meeting; Against 630100 shares, accounting for 4.8024% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
As the proposal involves the related matters between the company and the controlling shareholder shengshida Investment Co., Ltd., shengshida Investment Co., Ltd. withdrew during the voting.
The motion was passed.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants and voting procedures of the company's general meeting of shareholders are in line with the company law, the rules for general meetings of shareholders of listed companies and other laws, regulations, rules and other normative documents and the relevant provisions of the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate and has the same legal effect after being signed and sealed.
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(signature page of the legal opinion of the first extraordinary general meeting of shareholders in 2002)
Handling lawyer of Shanghai jintiancheng (Wuhan) law firm:
Da bangbiao
Person in charge: Handling lawyer:
Zhang Chao, Mao Aifeng
February 14, 2022
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