Beijing Guofeng (Shenzhen) law firm
About Shenzhen Sed Industry Co.Ltd(000032)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2021
Gflgz [2021] c0158
To: Shenzhen Sed Industry Co.Ltd(000032)
Entrusted by Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of the fourth extraordinary general meeting of shareholders in 2021 held by your company.
According to 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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), and other laws, regulations and normative documents, as well as the Shenzhen Sed Industry Co.Ltd(000032) articles of Association (hereinafter referred to as the articles of association) ）This legal opinion is issued on matters related to the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1、 Your company published the announcement on the resolution of the 49th meeting of the Shenzhen Sed Industry Co.Ltd(000032) eighth board of directors on the media meeting the conditions specified by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 1, 2021 and the announcement on the resolution of the 50th meeting of the Shenzhen Sed Industry Co.Ltd(000032) eighth board of directors on the media meeting the conditions specified by China Securities Regulatory Commission on December 9, 2021 respectively;
2. On December 1, 2021, your company published the announcement on the resolution of the 20th meeting of the Shenzhen Sed Industry Co.Ltd(000032) eighth board of supervisors in the media meeting the conditions specified by the CSRC;
3、 On December 1, 2021, your company published Shenzhen Sed Industry Co.Ltd(000032) notice on convening the fourth extraordinary general meeting of shareholders in 2021 in the media meeting the conditions specified by the CSRC and Shenzhen Sed Industry Co.Ltd(000032) notice on adding interim proposal and supplementary notice on convening the fourth extraordinary general meeting of shareholders in 2021 in the media meeting the conditions specified by the CSRC on December 9, 2021 (hereinafter collectively referred to as the notice of the general meeting of shareholders);
4. Register of shareholders, identity certificates of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
Upon verification by our lawyers, the shareholders’ meeting was decided to be held at the 49th meeting of the 8th board of directors held by your company on November 30, 2021. The board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC on December 1, 2021, and published the supplementary notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC on December 9, 2021.
Our lawyers believe that the convening method of the general meeting of shareholders of your company complies with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: type and session of the meeting, convener, time, method, participants, place of the on-site meeting, matters to be considered at the meeting, registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 on December 22, 2021 in the conference room on the 17th floor of Sanda technology building, No. 1 Keji Road, Nanshan District, Shenzhen. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on December 22, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on December 22, 2021.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Liu Guilin, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(i) Shareholders and their proxies attending the general meeting of shareholders
The lawyers of the firm have paid close attention to the shareholders attending the on-site meeting of the general meeting of shareholders as of December 15, 2021 (equity registration date) at the closing of the afternoon, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited checked and checked. There were 3 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 413189751 voting shares of your company, accounting for 36.2847% of the total voting shares of your company. Now attending the general meeting of shareholders The shareholders and their agents at the meeting have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association. According to the data provided by Shenzhen Securities Information Co., Ltd., 12 shareholders voted through the online voting system during the online voting time, representing 167438111 voting shares of your company, accounting for 14.7037% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
（2） Other personnel attending the shareholders’ meeting
Some directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as our witness lawyers attended or attended the on-site meeting of the general meeting of shareholders.
（3） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders’ meeting deliberated the proposal listed in the notice of shareholders’ meeting and voted on the proposal by open ballot, The votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of your company) were counted separately.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Proposal on nominating candidates for non independent directors for the general term of the board of directors of the company
1.1 elect Mr. Liu Guilin as a director of the ninth board of directors of the company
Voting: 511294172 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting of small and medium-sized investors: 71011353 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.2 elect Mr. Chen Shigang as a director of the ninth board of directors of the company
Voting: 511294174 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting situation of small and medium-sized investors: 71011355 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting.
1.3 elect Mr. Xie Qinghua as a director of the ninth board of directors of the company
Voting: 511294172 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting of small and medium-sized investors: 71011353 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.4 elect Mr. Jiang Juncheng as a director of the ninth board of directors of the company
Voting: 511294172 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting of small and medium-sized investors: 71011353 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.5 elect Mr. Zhang Xianghong as a director of the ninth board of directors of the company
Voting: 511294171 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting of small and medium-sized investors: 71011352 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.6 elect Mr. Zheng Xi as a director of the ninth board of directors of the company
Voting: 511294171 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as a director of the board of directors of your company.
Among them, the voting of small and medium-sized investors: 71011352 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
2. Proposal on the nomination of independent director candidates for the change of the board of directors of the company
Three independent directors of the ninth board of directors were elected by cumulative voting system. The results are as follows:
2.1 elect Mr. Zhou Langbo as an independent director of the ninth board of directors of the company
Voting: 511294173 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as an independent director of the board of directors of your company.
Among them, the voting situation of small and medium-sized investors: 71011354 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting.
2.2 elect Mr. Zhao Lei as an independent director of the ninth board of directors of the company
Voting: 511294173 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as an independent director of the board of directors of your company.
Among them, the voting situation of small and medium-sized investors: 71011354 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting.
2.3 elect Mr. Kong fanmin as an independent director of the ninth board of directors of the company
Voting: 511294173 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as an independent director of the board of directors of your company.
Among them, the voting situation of small and medium-sized investors: 71011354 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting.
3. Proposal on nomination of non employee representative supervisor candidates by the board of supervisors of the company
Three supervisors of the ninth board of supervisors were elected by cumulative voting system. The results are as follows:
3.1 elect Mr. Cui Hui as the supervisor of the ninth board of supervisors of the company
Voting: 511304171 shares were approved, accounting for 88.0606% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as the supervisor of the board of supervisors of your company.
Among them, the voting situation of small and medium-sized investors: 71021352 shares were agreed, accounting for 50.6048% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
3.2 elect Mr. Chen Yang as the supervisor of the ninth board of supervisors of the company
Voting: 511294172 shares were approved, accounting for 88.0588% of the total voting shares held by shareholders and shareholder agents attending the general meeting. The candidate was elected as the supervisor of the board of supervisors of your company.
Among them, the voting of small and medium-sized investors: 71011353 shares were agreed, accounting for 50.5977% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
3.3 elect Mr. Zou Zhirong as
