11-12 / F, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12 / F, Taiping finance tower, Yitian road 6001, Futian District, Shenzhen, P. R. China Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Guangdong Leary New Material Technology Co.Ltd(688683)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Kehui Zi (2022) No. 008 to: Guangdong Leary New Material Technology Co.Ltd(688683) (hereinafter referred to as “your company” or “the company”)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of your company to appoint Xinda lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting of shareholders”) to witness the legitimacy of this general meeting of shareholders, And issued the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Guangdong Leary New Material Technology Co.Ltd(688683) 2022 (hereinafter referred to as “the legal opinion”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) The rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (hereinafter referred to as the “rules for the implementation of online voting”) and other laws, regulations and normative documents, as well as the provisions of the Guangdong Leary New Material Technology Co.Ltd(688683) articles of Association (hereinafter referred to as the “articles of association”), have a great impact on the convening and convening procedures, the qualifications of the participants and conveners of this general meeting of shareholders of your company Express legal opinions on voting procedures and voting results.
The securities legal business practice rules of the certified public accountants’ Office (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal Accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of legality of relevant matters of the company’s shareholders’ meeting, and shall not be used for any other purpose. Xinda lawyer agrees to announce this legal opinion together with the resolution of the company’s shareholders’ meeting.
Cinda issued legal opinions on the relevant matters of the general meeting of shareholders in accordance with the business standards recognized by the lawyer industry, ethics and the spirit of diligence as follows: I. convening and convening procedures of the general meeting of shareholders (I) convening of the general meeting of shareholders
1. According to the resolution of the 11th meeting of the second board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022 on February 24, 2022.
On January 27, 2022, the board of directors of the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）And other information disclosure media designated by the CSRC announced the Guangdong Leary New Material Technology Co.Ltd(688683) notice on convening the first extraordinary general meeting of shareholders in 2022. (II) convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting. The details are as follows: 1 The on-site meeting of the general meeting of shareholders was held at 16:00 on Thursday, February 24, 2022 in the conference room on the 20th floor, building 1, poly business center, No. 3, Guotai South Road, Daliang street, Shunde District, Foshan City, Guangdong Province.
2. The shareholders’ meeting adopts the online voting system of Shanghai Stock Exchange, and the online voting time is:
(1) The specific time of voting through the trading system voting platform: the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 24, 2022,
(2) The specific time of voting through the Internet voting system: 9:15-15:00, February 24, 2022.
3. The general meeting of shareholders is presided over by the chairman of the company.
After verification by Xinda lawyer, the convening and convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association. 2、 Qualifications of persons attending the general meeting of shareholders and conveners (I) persons attending the general meeting of shareholders 1 Personnel attending the shareholders’ meeting on site
Lawyer Xinda checked the register of shareholders on the equity registration date of the shareholders’ meeting, the legal representative certificate of the corporate shareholder attending the shareholders’ meeting, the personal identity certificate of the legal representative, the power of attorney, and the personal identity certificate of the natural person shareholder attending the shareholders’ meeting, A total of 12 shareholders and agents entrusted by shareholders attended the shareholders’ meeting on site, holding 111.42 million shares of the company, accounting for 75% of the total shares of the company.
Other persons attending or attending the shareholders’ meeting as nonvoting delegates are directors, supervisors, Secretary of the board of directors, senior managers and Xinda lawyers.
Xinda lawyer believes that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders meets the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2. People participating in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 0 shareholders voting through online voting within the effective time, holding 0 shares of the company, accounting for 0% of the total shares of the company. (II) convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of shareholders’ meeting and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders (I) voting procedures of this general meeting of shareholders
1. The deliberation and voting matters of this shareholders’ meeting are the proposals listed in the company’s announced meeting notice, and the shareholders attending this shareholders’ meeting did not put forward new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders voted on the proposals listed in the meeting notice by open ballot. The votes were counted and monitored by the representatives of shareholders, supervisors and Xinda lawyers, and the voting results were announced on the spot; Shareholders participating in online voting shall exercise their voting rights through the trading system of Shanghai Stock Exchange or the Internet voting system within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with the statistical results of online voting at the general meeting of shareholders.
The company consolidated and counted the voting results of on-site voting and online voting. (II) voting results of the general meeting of shareholders
According to the on-site and online voting results of the company’s merger statistics, the following proposals were considered and adopted at the shareholders’ meeting: 1 Proposal on daily connected transactions in 2022
Voting results: 19.42 million shares were approved, accounting for 100.00% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting. The related shareholders Guangdong Tenar Investment Co., Ltd. and fan Xiaoping avoided voting. Among them, the voting results of minority shareholders are:
13.32 million shares, accounting for 100.00% of the total voting shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
The lawyers of the firm believe that the voting procedures 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, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents as well as the relevant provisions of the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate, each of which has the same legal effect.
(no text below)
