Report of Beijing deheheng law firm on Guangdong Fuxin Technology Co.Ltd(688662) the second extraordinary general meeting of shareholders in 2021
Legal opinion
Beijing deheheng law firm
About Guangdong Fuxin Technology Co.Ltd(688662)
Of the second extraordinary general meeting of shareholders in 2021
Legal opinion
Dehehhengzhenglv opinions (2021) No. 558 to: Guangdong Fuxin Technology Co.Ltd(688662)
Beijing deheheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as "the company" or "the company") to appoint its lawyers to attend the second extraordinary general meeting of shareholders of your company in 2021 (hereinafter referred to as "the general meeting of shareholders"). In accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the company law of the people's Republic of China (hereinafter referred to as the company law), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders), other laws, administrative regulations, normative documents and the Guangdong Fuxin Technology Co.Ltd(688662) articles of Association (hereinafter referred to as the articles of association), This legal opinion is issued on matters related to the convening of the company's general meeting of shareholders. Our lawyers only express their opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and attendees of the general meeting of shareholders, the legitimacy and validity of the voting procedures and voting results of the meeting, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In accordance with the provisions of the measures for the administration of law firms engaging in securities legal business 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, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used by your company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose without the prior written consent of the exchange.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The shareholders' meeting was convened by the board of directors of the company in accordance with the resolution of the 20th meeting of the third board of directors of the company, On December 4, 2021, the company published the notice of Guangdong Fuxin Technology Co.Ltd(688662) on convening the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the notice of the meeting") in China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com.. CN). The notice of the meeting specified the convener of the general meeting of shareholders Date and time of the meeting, method of the meeting, participants, place of the meeting, date of equity registration, matters to be considered at the meeting, method of meeting registration, contact person and contact number, etc. As the shareholders' meeting adopts the combination of on-site voting and online voting, the company also makes a clear explanation on the voting time, voting procedures and other related matters of online voting in the announcement.
After verification, the shareholders' meeting was held at 14:30 p.m. on December 22, 2021 in conference room 6, No. 20 Guangdong Fuxin Technology Co.Ltd(688662) Keyuan Third Road, Shunde high tech Zone (Ronggui), Foshan City. The time, place and deliberation of the meeting were consistent with those disclosed in the above notice.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of general meeting of shareholders, the articles of association, etc., and are legal and effective.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
After verification, the shareholders' meeting was convened by the third board of directors of the company. The third board of directors of the company is elected by the general meeting of shareholders of the company, and the directors of the company have the legal qualification to serve as directors of the company; The board of directors of the company is not unable to perform its functions and powers.
A total of 35 shareholders and shareholders' agents attended the general meeting, with 69962270 representative shares, accounting for 79.2863% of the total shares of the company. Among them, there are 30 small and medium-sized investors (small and medium-sized investors refer to shareholders who individually or jointly hold more than 5% of the company's shares and other shareholders other than directors, supervisors and senior managers), representing 23541540 shares, accounting for 26.6790% of the company's total shares.
In conclusion, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Proposals considered at the general meeting of shareholders
The shareholders' meeting deliberated and voted on the following proposals:
1. Proposal on the company's restricted stock incentive plan for 2021 (Draft) and its abstract; 2. Proposal on the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan for 2021; 3. Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan for 2021;
4. Proposal on purchasing directors, supervisors and high liability insurance;
5. Proposal on the change of the board of directors of the company and the election of non independent directors of the Fourth Board of directors
5.1 proposal on electing Mr. Liu Fulin as a non independent director of the Fourth Board of directors of the company;
5.2 proposal on electing Mr. Liu Fukun as a non independent director of the Fourth Board of directors of the company;
5.3 proposal on electing Mr. Hong Yun as a non independent director of the Fourth Board of directors of the company;
5.4 proposal on electing Mr. Cao Weiqiang as a non independent director of the Fourth Board of directors of the company;
5.5 proposal on electing Mr. Luo Jiaheng as a non independent director of the Fourth Board of directors of the company;
5.6 proposal on electing Mr. Lin Dongping as a non independent director of the Fourth Board of directors of the company;
6. Proposal on the change of the board of directors of the company and the election of independent directors of the Fourth Board of directors;
6.1 proposal on electing Mr. Zhong rizhu as an independent director of the Fourth Board of directors of the company;
6.2 proposal on electing Mr. Pan Chunxiao as an independent director of the Fourth Board of directors of the company;
6.3 proposal on electing Mr. Feng Haizhou as an independent director of the Fourth Board of directors of the company;
7. Proposal on the replacement of the board of supervisors of the company and the election of non employee representative supervisors of the Fourth Board of supervisors; 7.1 proposal on electing Mr. Wang Changhe as the non employee representative supervisor of the Fourth Board of supervisors of the company; 7.2 proposal on electing Mr. Fan Weixing as a non employee representative supervisor of the Fourth Board of supervisors of the company. After verification and verification by our lawyers, the above proposals are consistent with those listed in the notice of the general meeting of shareholders, and there is no case of deliberating and voting on matters other than the notice of the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedures of the general meeting of shareholders
The shareholders' meeting will vote on the proposals listed in the meeting notice by combining on-site voting and online voting. The on-site meeting of the shareholders' meeting will vote by open ballot, and the votes will be counted and monitored in accordance with the procedures specified in the articles of Association; SSE Information Network Co., Ltd. provided the company with the number of shareholders, number of representative shares, proportion in the total shares of the company and voting results of online voting at the shareholders' meeting. After the voting of the general meeting of shareholders, the company / Shanghai Securities Information Co., Ltd. combined and counted the voting results of on-site and online voting.
（2） Voting results of the general meeting of shareholders
According to the votes of the company's shareholders and their proxies and the statistics of the voting results of the general meeting of shareholders, the voting results of the shareholders and their proxies attending the general meeting of shareholders on the proposals considered at the general meeting of shareholders are as follows:
1. Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary
Voting: 27932771 shares were approved, accounting for 99.9978% of the shares held by all shareholders and shareholder agents who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Voting of small and medium-sized investors: 14264411 shares are agreed, accounting for 99.9957% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Liu Fulin, Liu Fukun, Wen Yaosheng, he Youkang, Guan qingduan, Liang Yisheng, Deng Shiying, Guan Xiaomin, Liang Youming Gongqingcheng dize investment limited partnership (limited partnership) and Gongqingcheng fule investment management partnership (limited partnership), as affiliated shareholders, avoided voting. This proposal is a special resolution of the general meeting of shareholders, and the number of voting shares agreed to this proposal reaches the number of non affiliated shareholders attending the general meeting of shareholders More than two-thirds of the total voting shares held by (including shareholders' agents) agreed. Voting results: the proposal was passed.
2. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021
Voting: 27932771 shares were approved, accounting for 99.9978% of the shares held by all shareholders and shareholder agents who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Voting of small and medium-sized investors: 14264411 shares are agreed, accounting for 99.9957% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Liu Fulin, Liu Fukun, Wen Yaosheng, he Youkang, Guan qingduan, Liang Yisheng, Deng Shiying, Guan Xiaomin, Liang Youming Gongqingcheng dize investment limited partnership (limited partnership) and Gongqingcheng fule investment management partnership (limited partnership), as affiliated shareholders, avoided voting. This proposal is a special resolution of the general meeting of shareholders, and the number of voting shares agreed to this proposal reaches the number of non affiliated shareholders attending the general meeting of shareholders More than two-thirds of the total voting shares held by (including shareholders' agents) agreed. Voting results: the proposal was passed.
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
Voting: 27932771 shares were approved, accounting for all the shareholders participating in the general meeting who voted on the matter
99.9978% of the shares held by shareholders and shareholders' agents; Against 600 shares; 0 shares waived.
Voting of small and medium-sized investors: 14264411 shares are agreed, accounting for 99.9957% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Liu Fulin, Liu Fukun, Wen Yaosheng, he Youkang, Guan qingduan, Liang Yisheng, Deng Shiying, Guan Xiaomin, Liang Youming Gongqingcheng dize investment limited partnership (limited partnership) and Gongqingcheng fule investment management partnership (limited partnership), as affiliated shareholders, avoided voting. This proposal is a special resolution of the general meeting of shareholders, and the number of voting shares agreed to this proposal reaches the number of non affiliated shareholders attending the general meeting of shareholders More than two-thirds of the total voting shares held by (including shareholders' agents) agreed. Voting results: the proposal was passed.
4. Proposal on purchasing directors, supervisors and senior managers' liability insurance
Voting: 32351700 shares are approved, accounting for 99.9981% of the shares held by all shareholders and shareholder agents who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Voting of small and medium-sized investors: 18983340 shares are agreed, accounting for 99.9968% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter participating in the general meeting of shareholders; Against 600 shares; 0 shares waived.
Liu Fulin, Liu Fukun, Liang Jingxin, Gongqingcheng fule investment management partnership (limited partnership) and Gongqingcheng dize investment limited partnership (limited partnership) as related shareholders abstained from voting on the proposal.
Voting result: the proposal was passed.
5. Proposal on the change of the board of directors of the company and the election of non independent directors of the Fourth Board of directors
The proposal is voted item by item in the form of cumulative voting system, and the voting results are as follows:
5.1 proposal on electing Mr. Liu Fulin as a non independent director of the Fourth Board of directors of the company
Voting: 66181202 votes were obtained, accounting for 94.5955% of the shares held by all shareholders and shareholder agents who have the right to vote on the matter participating in the general meeting of shareholders.
Voting of small and medium-sized investors: 19760472 votes were obtained, accounting for 83.9387% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter.
There is no reason for withdrawal in this proposal.
Voting result: the proposal was passed.
5.2 proposal on electing Mr. Liu Fukun as a non independent director of the Fourth Board of directors of the company
Voting: 66181202 votes were obtained, accounting for 94.5955% of the shares held by all shareholders and shareholder agents who have the right to vote on the matter participating in the general meeting of shareholders.
Voting of small and medium-sized investors: 19760472 votes were obtained, accounting for 83.9387% of the shares held by all small and medium-sized investors and agents of small and medium-sized investors who have the right to vote on the matter.
There is no reason for withdrawal in this proposal.
Voting result: the proposal was passed.
5.3 proposal on electing Mr. Hong Yun as a non independent director of the Fourth Board of directors of the company
Voting: the number of votes obtained is 66181202, accounting for all the participants in the shareholders' meeting, who have a table on the matter
