Beijing JUNHE (Guangzhou) law firm
About Guangdong Brandmax Marketing Co.Ltd(300805)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Brandmax Marketing Co.Ltd(300805)
Beijing JUNHE (Guangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Brandmax Marketing Co.Ltd(300805) (hereinafter referred to as “the company”), The handling lawyer of the firm was assigned to attend the on-site meeting of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on February 18, 2022 in the conference room of the company, 7 / F, Tower B, Pingyun Plaza, No. 163, xipingyun Road, Huangpu Avenue, Tianhe District, Guangzhou. In accordance with 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 of the general meeting of shareholders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other current laws of China (for the purpose of this legal opinion, “China” does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) This legal opinion is issued on the relevant matters of this general meeting of shareholders in accordance with the relevant provisions of laws, regulations and normative documents (hereinafter referred to as “laws and regulations”), the Guangdong Brandmax Marketing Co.Ltd(300805) articles of Association (hereinafter referred to as “articles of association”) and the rules of procedure of the general meeting of shareholders of Guangdong electroacoustic Marketing Co., Ltd. (hereinafter referred to as “rules of procedure of the general meeting of shareholders”). The handling lawyer of the firm shall issue legal opinions based on the facts that have occurred before the date of issuance of this legal opinion and the understanding of the handling lawyer of the firm on relevant facts and laws and regulations. The handling lawyer of the office only gives legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the voting procedures and voting results of the general meeting of shareholders, and does not give opinions on the contents of the proposal of the general meeting of shareholders, the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose or purpose. The exchange agrees that the company can take this legal opinion as the announcement material of the company’s general meeting of shareholders and disclose it to the public together with other information to be announced. The exchange shall bear legal responsibility for the legal opinion published therein in accordance with the law.
The handling lawyer of the firm has verified and verified the relevant documents and materials provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and witnessed the general meeting of shareholders in accordance with the law. In the process of the handling lawyer of the firm checking the relevant documents provided by the company, the firm assumes that:
1. All signatures, seals and seals in the documents provided to the exchange are true, and all documents submitted to the exchange as originals are true, accurate and complete;
2. All the facts stated in the documents provided to us are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. All copies provided by the Institute are consistent with the original, and the originals of these documents are true, accurate and complete;
5. All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
Based on the above, the handling lawyer of the exchange issued the following legal opinions: I. on the convening and convening procedures of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company (hereinafter referred to as “the board of directors”). On January 29, 2022, the board of directors published and announced the notice of Guangdong Brandmax Marketing Co.Ltd(300805) on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com.
1. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 18, 2022 in the conference room of the company, 7 / F, Tower B, Pingyun Plaza, No. 163, xipingyun Road, Huangpu Avenue, Tianhe District, Guangzhou. It was presided over by Mr. Liang dingjiao, chairman of the company. 2. The time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 18, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 18, 2022.
Based on the above, the handling lawyer of the exchange believes that the convener, host, time, method and content of the notice of the general meeting of shareholders comply with the provisions of relevant laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company. 2、 On the qualifications of the personnel attending the general meeting of shareholders
1. Personnel attending the on-site meeting
According to the register of shareholders provided by the company, the signatures of shareholders and shareholders’ agents attending the meeting and the power of attorney of relevant shareholders, and verified by the lawyer in charge of the exchange, there are 14 shareholders and agents attending the on-site meeting of the general meeting of shareholders, and the total number of representative shares on the equity registration date is 265065007, accounting for 62.6291% of the total voting shares of the company.
In addition to the above shareholders and shareholders’ agents attending the shareholders’ meeting, some directors, supervisors, senior managers of the company and the handling lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
Based on the above, the handling lawyer of the exchange believes that the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders meet the relevant provisions of laws, regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company.
2. People participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., during the online voting period determined by the general meeting of shareholders, 11 shareholders voted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, and the total number of representative shares on the equity registration date was 224600 shares, accounting for 0.0531% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the trading system of Shenzhen Stock Exchange and the Internet voting system.
3. Overall attendance at the general meeting of shareholders
A total of 25 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders and online voting. The total number of representative shares on the equity registration date was 265289607 shares, accounting for 62.6821% of the total voting shares of the company. Among them, there are 11 shareholders (hereinafter referred to as “minority shareholders”) and shareholder agents who hold less than 5% of the company’s shares except directors, supervisors and senior managers attending the on-site meeting and online voting of the general meeting of shareholders. The total number of shares represented on the equity registration date is 224600, accounting for 0.0531% of the total voting shares of the company. 3、 Voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts a combination of on-site voting and online voting.
The votes of the on-site meeting of the general meeting of shareholders were counted and monitored by the representatives of shareholders, supervisors and the handling lawyers of the office. After the online voting of this shareholders’ meeting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of this online voting.
Based on the combined statistics of the voting results of on-site voting and online voting, the following proposals were considered and adopted at the shareholders’ meeting: (I) proposal on applying for credit line from banks, carrying out bill pool business and providing guarantee
265082207 shares were approved, accounting for 99.9218% of the total number of valid voting shares attending the general meeting of shareholders; 207400 shares opposed, accounting for 0.0782% of the total number of valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders is: 17200 shares are agreed, accounting for 7.6581% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders; 207400 shares opposed, accounting for 92.3419% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders.
（2） Proposal on joint investment and related party transactions with professional investment institutions
265081607 shares were approved, accounting for 99.9216% of the total number of valid voting shares attending the general meeting of shareholders; 208000 opposed shares, accounting for 0.0784% of the total number of valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders is: 16600 shares agreed, accounting for 7.3909% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders; 208000 shares opposed, accounting for 92.6091% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders.
Based on the above, the handling lawyer of the exchange believes that the voting procedures of the general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company, and the voting results are legal and effective.
4、 Conclusion
In conclusion, the handling lawyer of the firm believes that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the participants and the voting procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company, and the voting results are legal and effective.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing JUNHE (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Guangdong Brandmax Marketing Co.Ltd(300805) 2022)
Head of Beijing JUNHE (Guangzhou) law firm:
Lawyer Zhang Ping handling lawyer:
Lawyer Ma Shuang handling lawyer:
Lawyer Li Danhong February 18, 2022
