Beijing Guofeng (Shenzhen) law firm
About Goody Science & Technology Co.Ltd(002694)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Gflgz [2022] No. C0015
To: Goody Science & Technology Co.Ltd(002694)
Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as "the firm") accepted the entrustment of Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as "the company") and appointed lawyers to attend the on-site meeting of the second extraordinary general meeting of shareholders in 2022 held by your company.
According to the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), and other laws This legal opinion is issued in accordance with the relevant provisions of the regulations, normative documents and the Goody Science & Technology Co.Ltd(002694) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting and consulted the relevant documents for convening the shareholders' meeting, including but not limited to:
1. On January 27, 2022, your company published the announcement on the resolution of the 12th meeting of the Goody Science & Technology Co.Ltd(002694) Fourth Board of directors in the media meeting the conditions specified by China Securities Regulatory Commission (hereinafter referred to as "CSRC");
2. On January 27, 2022, your company published the Goody Science & Technology Co.Ltd(002694) notice on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) in the media meeting the conditions specified by the CSRC;
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, 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 matters provided by your company, and now issue the following legal opinions on this shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the inspection of our lawyers, the shareholders' meeting was decided to be held by the 12th meeting of the 4th board of directors held on January 26, 2022. On January 27, 2022, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company's notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company's notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and method of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at 14:00 on Wednesday, February 16, 2022 in the conference room of the company, No. 18, wuchu Avenue, Ezhou Economic Development Zone, Hubei Province. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders. 4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time of voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 16, 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 16, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Wu Xiaosheng, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
The lawyer of the firm checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of February 9, 2022 (equity registration date). There were 5 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, 177020997 voting shares representing your company, accounting for 29.6420% of the total voting shares of your company. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association. According to the data provided by Shenzhen Securities Information Co., Ltd., 36 shareholders voted through the online voting system during the online voting time, representing 36343520 voting shares of your company, accounting for 6.0857% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other persons attending the general meeting of shareholders
Some directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as our witness lawyers attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders' agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders deliberated on the proposal listed in the notice of the general meeting of shareholders, and voted on the proposal by open ballot, Among them, the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the voting results of the proposal on the company's application for bankruptcy liquidation of the wholly-owned subsidiary Alxa League dream Automobile Culture Tourism Development Co., Ltd. deliberated at the shareholders' meeting are as follows:
Voting: 213363517 shares were approved, accounting for 99.9995% of the total voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders; Against 1000 shares, accounting for 0.0005% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 36345940 shares were agreed, accounting for 99.9972% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1000 shares, accounting for 0.0028% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
This proposal is a special resolution proposal, which must be passed by more than two-thirds of the effective voting shares held by the shareholders attending the meeting.
According to the counting of the on-site voting results by the vote counting and monitoring representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders' meeting voted on the proposal listed in the notice of shareholders' meeting and announced the voting results on the spot. According to the voting results, the proposals considered at the general meeting of shareholders were passed.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the second extraordinary general meeting of shareholders in 2022, the qualifications of the participants and conveners of the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of Association; The voting result of this general meeting of shareholders is legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Shenzhen) law firm on Goody Science & Technology Co.Ltd(002694) 2022 second extraordinary general meeting of shareholders)
Handling lawyer of Beijing Guofeng (Shenzhen) law firm:
Person in charge: Jin Jun, Li Hang
He Ziying
February 16, 2022
