About Pci Technology Group Co.Ltd(600728)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0055
To: Pci Technology Group Co.Ltd(600728) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, the measures for the administration of law firms engaging in securities legal business and the articles of association of your company, we appoint lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "the meeting"), And issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules for the general meeting of shareholders of listed companies; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with the relevant requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies and the measures for the administration of law firms engaging in securities legal business, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Our lawyers have checked and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, this meeting was decided by the second extraordinary meeting of the ninth board of directors in 2022 and convened by the board of directors. On January 28, 2022, the board of directors of your company publicly released the notice of Pci Technology Group Co.Ltd(600728) on convening the first extraordinary general meeting of shareholders in 2022 on the website of Shanghai Stock Exchange. The notice specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, The shareholders who have the right to attend this meeting include the date of equity registration, registration method, contact address, contact person and other matters, list the matters to be considered at this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled in the conference room on the third floor of the company, No. 2, xincen Fourth Road, Tianhe District, Guangzhou on Tuesday, February 22, 2022, and was presided over by Mr. Liu Feng, a director elected by more than half of the directors. The time for online voting through the trading system of Shanghai Stock Exchange at this meeting is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 22, 2022; The time for online voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00 on February 22, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the register of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by SSE Information Network Co., Ltd., and the register of shareholders as of the equity registration date of the meeting provided by your company, which have been verified and confirmed by your company and our lawyers, A total of 24 shareholders (shareholder agents) attended the meeting through on-site and online, representing 352409610 shares, accounting for 20.0434% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualifications of the above shareholders participating in online voting have been certified by the trading system of Shanghai Stock Exchange and the Internet voting system.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company's announced meeting notice. After deliberation and in accordance with the voting procedures stipulated in the articles of association, the meeting voted and adopted the proposal on the application of the company and its holding subsidiaries for comprehensive credit line and guarantee from the bank in 2022.
Voting results: 351544890 shares were approved, accounting for 99.7546% of the total number of valid voting shares attending the meeting; 864720 opposition shares, accounting for 0.2454% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The shareholders' representatives and supervisors elected at the meeting are vote counters and scrutineers. The lawyers of the office, together with the vote counters and scrutineers, are responsible for vote counting and scrutinizing. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results fed back by SSE Information Network Co., Ltd. Your company will count the votes of small and medium-sized investors on the above proposal separately and disclose the voting results separately. Independent directors have expressed independent opinions on the above proposal.
After verification, the above proposal has been passed by more than two-thirds of the effective voting rights held by the shareholders (shareholders' agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
