Shanghai jintiancheng (Wuhan) law firm
Notice on the second extraordinary general meeting of shareholders in Rongfeng Holding Group Co.Ltd(000668) 2022
Legal opinion
Address: 8th floor, Minsheng financial center, No. 187, Yunxia Road, Jianghan District, Wuhan
Tel: 02783828888 Fax: 02783826988
Shanghai jintiancheng (Wuhan) law firm
About Rongfeng Holding Group Co.Ltd(000668)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Rongfeng Holding Group Co.Ltd(000668)
Shanghai jintiancheng (Wuhan) law firm (hereinafter referred to as "the firm") accepts Rongfeng Holding Group Co.Ltd(000668) group
Entrusted by a joint stock limited company (hereinafter referred to as "the company"), this law is appointed in accordance with the relevant requirements of epidemic prevention and control
The division attended the second extraordinary general meeting of shareholders of the company in 2002 (hereinafter referred to as "the meeting") by remote video
East general meeting "), in accordance with the company of the people's Republic of China
Law of the people's Republic of China (hereinafter referred to as the company law), rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and regulations
Other normative documents and Rongfeng Holding Group Co.Ltd(000668) articles of Association (hereinafter referred to as the articles of association)
This legal opinion is issued in accordance with the relevant provisions of the.
In order to issue this legal opinion, we and our lawyers engage in securities legal business in accordance with the law firm
The administrative measures and the practicing rules for securities legal business of law firms (for Trial Implementation) shall be strictly implemented
The company has fulfilled its statutory duties, followed the principles of diligence and good faith, and paid close attention to the relevant matters involved in this shareholders' meeting
The necessary verification and verification have been carried out, and the relevant documents deemed necessary by the exchange to issue the legal opinion have been verified
And participated in the whole process of the company's general meeting of shareholders. The exchange guarantees that it is determined in this legal opinion
The facts are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records
Misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders and issue it according to law
The legal opinions expressed in the form shall bear corresponding legal liabilities.
In view of this, the lawyers of our firm, in accordance with the requirements of the above laws, regulations, rules and normative documents
We hereby issue the following legal opinions based on the recognized business standards, ethics and diligence in the industry:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On February 14, 2022, the company called
The 12th meeting of the 10th board of directors was held and it was decided to convene the shareholders' meeting.
The company has published in the securities times and cninfo on February 16, 2022
（ http://www.cn.info.com.cn. ）The Rongfeng Holding Group Co.Ltd(000668) on convening 2022
Notice of the second extraordinary general meeting of shareholders in, which specifies the convener of the general meeting
Date and time of the meeting (including the date and time of the on-site meeting and the date and time of online voting), method of the meeting
Equity registration date, attendees, meeting place, meeting deliberations, on-site meeting registration method and participation network
Specific operation process, meeting contact person and contact information of online voting. Among them, the date of publication of the announcement is far from this time
The date of the general meeting of shareholders has exceeded 15 days.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held in Nansi, Fengtai District, Beijing at 14:30 on March 3, 2022
The meeting room on the third floor of building 6, Hanwei International Plaza, District 4, 186 Huanxi road was held as scheduled by Wang Zheng, chairman of the company
Mr. President.
The shareholders' meeting was held by combining on-site voting and online voting. The general meeting of shareholders
The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 on March 3, 2022 -
9: 25, 9:30-11:30 and 13:00-15:00. Voting through the Internet voting system of Shenzhen Stock Exchange
The specific time is any time from 9:15 to 15:00 on March 3, 2022. The shareholder's equity registration date is
February 28, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the general meeting of shareholders
The convening and convening procedures of the meeting shall comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws and regulations
Rules and other normative documents and relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, there are 3 shareholders and shareholders' agents attending the general meeting, representing voting shares
59926983 shares, accounting for 408105% of the total shares of the company, including:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates and authorization Committee of the shareholders and their agents present at the on-site meeting of the general meeting of shareholders are found out
A total of 1 shareholders and their representatives attended the on-site meeting of the general meeting of shareholders
All of them were in Shenzhen Stock Exchange of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of February 28, 2022
Shareholders of the company registered in Shenzhen Branch, who hold 59926083 shares of the company, accounting for
408099% of the total number of copies.
Verified by the lawyers of the firm, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their
The qualification of attending the meeting is legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of online voting system, the majority shareholders
There are 2 shareholders who will vote effectively through the online voting system, representing 900 voting shares,
Accounting for 0.0006% of the total shares of the company.
The above qualifications of shareholders voting through the online voting system shall be provided by the online voting system
Securities Information Co., Ltd. verifies its identity.
3. Minority investors and shareholders attending the meeting
A total of 2 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing voting shares
900 shares, accounting for 0.0006% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company
And those acting in concert; Shareholders who individually or jointly hold more than 5% of the shares of the company; Directors, supervisors
Senior management.)
(II) other personnel attending the meeting
Verified by our lawyers, other persons attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors and directors of the company
The qualifications of senior managers to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualifications of the attendees of the company's general meeting of shareholders are in line with the company law
The relevant provisions of the rules of shareholders' meeting and the articles of association are legal and effective.
3、 Proposals considered at the general meeting of shareholders
The proposal considered in the notice of the general meeting of shareholders is: on abandoning the preemptive right of equity of holding subsidiaries
The motion of the.
The above proposal was submitted to the securities times and the website of Shenzhen Stock Exchange on February 16, 2022
OK, announcement.
After examination and verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company belong to the authority of the general meeting of shareholders of the company
Scope and consistent with the deliberation items listed in the notice and announcement of convening the shareholders' meeting; This time
There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders combined on-site voting and online voting to discuss the proposals on the agenda
After deliberation and voting, it was not shelved or not voted for any reason. After voting on live voting and online voting
According to the consolidated statistics, the voting results of this shareholders' meeting are as follows:
Proposal on abandoning the preemptive right of controlling subsidiaries
59926883 shares were approved, accounting for 999998% of the shares held by all shareholders attending the meeting; Against 100
Shares, accounting for 0.0002% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including default due to non voting)
Abstention (0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Agree to 800 shares, accounting for 888889% of the shares held by minority shareholders attending the meeting; Against 100 shares,
Accounting for 111111% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including default due to non voting)
Abstention (0 shares), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The motion was passed.
After examination, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law and the listed company law
The rules of the general meeting of shareholders of the company and other laws, regulations, rules and other normative documents, as well as the articles of association
According to relevant regulations, the voting results are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures and conveners of this general meeting of shareholders of the company
The qualifications, the qualifications of the participants and the voting procedures are in accordance with the company law and the shareholders of listed companies
The rules of the general meeting and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association,
The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate and has the same legal effect after being signed and sealed.
(no text below)
(there is no text on this page, which is about Rongfeng Holding Group Co.Ltd(000668) group shares issued by Shanghai jintiancheng (Wuhan) law firm)
(signature page of the legal opinion of the second extraordinary general meeting of shareholders of limited company in 2002)
Handling lawyer of Shanghai jintiancheng (Wuhan) law firm:
Da bangbiao
Person in charge: Handling lawyer:
Zhang Chao, Mao Aifeng
March 3, 2022
