Beijing Zhonglun (Shenzhen) law firm
About Yang Guang Co.Ltd(000608)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10 / F, tower a, rongchaotower, 6003yitianroad, futiandistrict, shenzhen518026, P.R. China Tel: (86755) 33256666 fax / Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
March, 2002
Beijing Zhonglun (Shenzhen) law firm
About Yang Guang Co.Ltd(000608)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Entrusted by Yang Guang Co.Ltd(000608) (hereinafter referred to as "the company"), Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as "the firm") appointed lawyer Li Lianguo and lawyer Wu Yao to attend and witness the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and 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 (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Yang Guang Co.Ltd(000608) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting This legal opinion is issued on the qualification of the convener, voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On February 11, 2022, the board of directors of the company held the first extraordinary meeting of the eighth board of directors in 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on March 1, 2022.
On February 12, 2022, the company published the notice of Yang Guang Co.Ltd(000608) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice on convening the general meeting of shareholders") in the form of announcement on the information disclosure website and media designated by the CSRC. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at unit 690101a, block a, Jingji 100 building, 5016 Shennan East Road, Luohu District, Shenzhen at 15:00 p.m. on March 1, 2022. The online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on March 1, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on March 1, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice on convening the shareholders' meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 5 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 305598538 voting shares of the company, accounting for 407512% of the total shares of the company. The lawyer of the firm checked the identity certificate and shareholding certificate of the shareholders attending the on-site meeting and confirmed that their qualification to attend the meeting was legal and valid; The qualification of shareholders participating in online voting shall be certified by the trading system of Shenzhen Stock Exchange. The qualification of shareholders participating in online voting is verified by the trading system of Shenzhen Stock Exchange. Our lawyers are unable to verify the qualification of online voting shareholders. On the premise that the qualification of shareholders participating in online voting complies with laws, administrative regulations, normative provisions and the articles of association, relevant shareholders attending the meeting are qualified.
In addition to the above shareholders of the company, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting through on-site or remote video, and the senior managers of the company attended the meeting as nonvoting delegates through on-site or remote video.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
As the convener of the general meeting of shareholders, the board of directors of the company complies with the relevant laws and regulations such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
After inspection, the matters voted at this shareholders' meeting have been listed in the notice of convening shareholders' meeting. The proposals considered at this shareholders' meeting are consistent with the notice of convening shareholders' meeting, and there is no situation of modifying the original proposal or adding new proposals.
The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
According to the combined online voting and on-site voting results, the voting results of the proposal considered at the general meeting of shareholders are as follows: (I) proposal on the general election of the board of directors and the election of non independent directors of the ninth board of directors of the company 1. Elect Mr. Zhou Lei as a non independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
2. Elect Mr. Xiong Wei as a non independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
3. Elect Mr. Zhang Zhifei as a non independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
4. Elect Mr. Chang Liming as a non independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
(II) proposal on the general election of the board of directors and the election of independent directors of the ninth board of directors 1. Elect Mr. Liu Pingchun as the independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
2. Elect Mr. Zhang Li as an independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
3. Elect Mr. Guo leiming as an independent director of the ninth board of directors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. Among them, the voting situation of small and medium-sized investors: 29100 shares were agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
(III) proposal on the general election of the board of supervisors of the company and the election of non employee supervisors of the ninth board of supervisors 1. Elect Ms. Ma Zhixin as the non employee supervisor of the ninth board of supervisors of the company
Voting: 305598538 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders. his
