About Fujian Forecam Optics Co.Ltd(688010)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (86 591) 88065558 Fax: (86 591) 88068008 website: http://www.zenithlawyer.com.
About Fujian Forecam Optics Co.Ltd(688010)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Mlfz [2022] No. 040 to: Fujian Forecam Optics Co.Ltd(688010)
Fujian Zhili law firm (hereinafter referred to as the firm) has accepted the entrustment of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as the company) to appoint lawyers Huang Sanyuan and Han Xu to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the meeting or 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 (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission, hereinafter referred to as the rules for the general meeting of shareholders of listed companies) Issue legal opinions in accordance with the provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association, such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation (SZF [2020] No. 2, hereinafter referred to as self regulatory supervision No. 1). For this legal opinion, the lawyer of the firm declares that:
1. 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 (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling 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.
2. The company shall be responsible for the meeting materials and other relevant materials provided to the lawyers of the firm (including but not limited to the resolutions and announcements of the fourth meeting of the third board of directors, the resolutions and announcements of the fifth meeting of the third board of directors, the resolutions and announcements of the sixth meeting of the third board of directors, the resolutions and announcements of the fourth meeting of the third board of supervisors, the resolutions and announcements of the fifth meeting of the third board of supervisors, the resolutions and announcements of the sixth meeting of the third board of supervisors The notice on convening the first extraordinary general meeting in 2022, the announcement on canceling the proposal and adding the interim proposal for the first extraordinary general meeting in 2022 and the supplementary notice on convening the first extraordinary general meeting in 2022, the announcement on adding the interim proposal for the first extraordinary general meeting in 2022 Be responsible for the authenticity, integrity and effectiveness of the register of shareholders and the articles of association on the equity registration date of this meeting.
3. The authenticity and validity of the identity documents and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer's responsibility of the firm is to check whether the name (or name) and the amount of shares held by the shareholders are consistent with the name (or name) and the amount of shares held by the shareholders registered in the register of shareholders.
4. The operation behavior of the company's shareholders (or shareholders' agents) participating in online voting through the online voting system of the general meeting of shareholders of listed companies on Shanghai Stock Exchange (including trading system voting platform and Internet voting platform) shall be regarded as their own behavior, and the shareholders shall bear all legal consequences. The qualification of shareholders who vote through the online voting system of the general meeting of shareholders of Listed Companies in Shanghai Stock Exchange shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
5. In accordance with the requirements of the rules of the general meeting of shareholders of listed companies, our lawyers only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees of the meeting, the voting procedures and voting results of the meeting, and do not give any legal opinions on the authenticity, accuracy and accuracy of the contents of the proposals reviewed at the meeting and the facts or data involved Comment on legitimacy.
6. Our lawyer agrees that the board of directors of the company will announce this legal opinion together with the resolution of this meeting. Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
The fourth meeting of the third board of directors of the company made a resolution on convening this meeting on February 15, 2022. The board of directors of the company made a statement on Shanghai Securities News, China Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on February 16, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 was published.
On February 19, 2022, the board of directors of the company received the letter from Zhongrong (Fujian) Investment Co., Ltd. (holding 27.45% of the company's shares) on proposing to increase the interim proposal of Fujian Forecam Optics Co.Ltd(688010) shareholders' meeting submitted by the controlling shareholder of the company, After the proposal on the company's No. 1 shareholding plan (Draft Amendment) and its summary, the proposal on the management measures of the company's No. 1 shareholding plan (Amendment), and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan of the company are reviewed and approved by the board of directors, As an interim proposal, it will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. On February 20, 2022, the fifth meeting of the third board of directors of the company deliberated and approved the proposal on canceling some proposals and adding temporary proposals at the first extraordinary general meeting of shareholders in 2022, It is decided to cancel the proposal on the company's No. 1 shareholding plan (Draft) and its summary, the proposal on the management measures of the company's No. 1 shareholding plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan, which were originally submitted to the first extraordinary general meeting of shareholders in 2022, The proposal on the company's No. 1 shareholding plan (Draft Amendment) and its summary, the proposal on the company's measures for the management of the company's No. 1 shareholding plan (Amendment), and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan were submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation.
On February 21, 2022, the board of directors of the company made statements in Shanghai Securities News, China Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) The announcement on the cancellation of the first extraordinary general meeting in 2022 and the addition of interim proposals and the supplementary notice on the convening of the first extraordinary general meeting in 2022 was published.
On February 21, 2022, the board of directors of the company received the letter from Zhongrong (Fujian) Investment Co., Ltd. (holding 27.45% of the company's shares) on proposing to increase the interim proposal of Fujian Forecam Optics Co.Ltd(688010) shareholders' meeting submitted by the controlling shareholder of the company, The board of directors of the company is requested to submit the proposal on the prediction of daily connected transactions in 2022 to the first extraordinary general meeting of shareholders of the company in 2022 as an interim proposal after being considered and approved by the board of directors. On February 22, 2022, the sixth meeting of the third board of directors of the company deliberated and approved the proposal on the prediction of daily connected transactions in 2022, and decided to submit the proposal as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. On February 23, 2022, the board of directors of the company made statements in Shanghai Securities News, China Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) The announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022 was published.
The meeting was held by combining on-site meeting and online voting. The on-site meeting of this meeting was held in the meeting room of the company at No. 158 Jiangbin East Avenue, Mawei District, Fuzhou City, Fujian Province on the afternoon of March 3, 2022. This meeting was presided over by Ms. Tang Xiue, vice chairman of the company, The time for shareholders of the company to vote online through the online voting system of the general meeting of shareholders of listed companies on Shanghai Stock Exchange is: (1) the voting time through the voting platform of the trading system of Shanghai Stock Exchange is 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; (2) The voting time through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on the day of the general meeting of shareholders.
The lawyers of the firm believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, self regulatory regulation No. 1 and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
（1） The meeting was convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
（2） On the qualifications of the participants in this meeting
1. A total of 14 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting, representing 93650309 shares, accounting for 609774% of the total shares of the company (153581943 shares). Among them: (1) seven shareholders attended the on-site meeting, representing 93326813 shares, accounting for 607668% of the total shares of the company; (2) According to the statistical results of online voting provided by Shanghai Stock Exchange Information Network Co., Ltd. to the company after the online voting of this meeting, there are 7 shareholders participating in online voting, representing 323496 shares, accounting for 0.2106% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd. 2. Some directors, supervisors, deputy general managers, chief financial officer, Secretary of the board of directors and other senior managers of the company attended the meeting.
Our lawyers believe that the qualifications of the above-mentioned participants are legal and valid.
3、 Voting procedures and results of this meeting
The following proposals were considered and adopted by open ballot at the meeting:
（1） When the affiliated shareholders avoided voting, the proposal on the company's restricted stock incentive plan (Draft) in 2022 and its summary was deliberated and adopted. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（2） When the affiliated shareholders avoided voting, the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 was deliberated and passed. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（3） When the affiliated shareholders avoided voting, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was considered and adopted. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（4） When the affiliated shareholders avoided voting, the proposal on the company's No. 1 shareholding plan (Draft Amendment) and its summary was deliberated and adopted. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（5） When the affiliated shareholders avoided voting, the proposal on the measures for the administration of the company's No. 1 shareholding plan (Amendment) was deliberated and adopted. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（6） When the affiliated shareholders avoided voting, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan of zhuguangzhe was deliberated and adopted. The voting result was: 45368429 shares were agreed, accounting for 992920% of the voting rights held by the non affiliated shareholders attending the meeting; 323496 opposed shares, accounting for 0.7080% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
（7） The proposal on the financing quota and guarantee of the company and its wholly-owned subsidiaries in 2022 was deliberated and passed. The voting result was: 93326813 shares were agreed, accounting for 996546% of the voting rights held by the shareholders attending the meeting; 323496 opposed shares, accounting for 0.3454% of the voting rights held by shareholders attending the meeting; No abstentions.
（8） When the affiliated shareholders avoided voting, the proposal on the prediction of daily affiliated transactions in 2022 was deliberated and adopted. The voting result was: 59341613 shares were agreed, accounting for 994825% of the voting rights held by the non affiliated shareholders attending the meeting; 308696 opposed shares, accounting for 0.5175% of the voting rights held by non affiliated shareholders attending the meeting; No abstentions.
Our lawyers believe that the voting procedures and results of this meeting are legal and valid in accordance with the provisions of the company law, the rules of the general meeting of shareholders of listed companies, self regulatory No. 1 and the articles of association.
4、 Knot
