11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11 / F, 12 / F., Taiping finance tower, no.6001 Yitian Road, Shenzhen, P.R. China Tel.: (86-755) 88265288 fax.: （86-75588265537
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Ofilm Group Co.Ltd(002456)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi (2022) No. 036 to: Ofilm Group Co.Ltd(002456)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepted the entrustment of Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) to appoint Xinda lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of the general meeting of shareholders.
In accordance with 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”) and other laws, regulations and normative legal documents, as well as the provisions of the Ofilm Group Co.Ltd(002456) articles of Association (hereinafter referred to as the “articles of association”), Xinda lawyers discussed the convening and convening procedures of the general meeting of shareholders of the company This legal opinion is issued on the qualification of the participants, the qualification of the convener, the voting procedures and voting results.
This legal opinion is only used for the purpose of the legality of the matters related to the company’s shareholders’ meeting, and shall not be used for any other purpose. Xinda lawyer agrees to submit this legal opinion together with the resolution of the company’s shareholders’ meeting
Affected by the epidemic of New Coronavirus pneumonia, XinDa lawyers witnessed the shareholders’ meeting through video. In accordance with the legal standards and ethical standards of the shareholders’ meeting, the lawyer has verified the facts and materials of the shareholders’ meeting and issued the following due diligence and ethical standards:
1、 Convening and convening procedures of this general meeting of shareholders
1. According to the resolution of the fourth (Interim) meeting of the Fifth Board of directors of the company, it is decided to convene the general meeting of shareholders at 14:30 p.m. on Friday, March 4, 2022.
2. On February 12, 2022, the board of directors of the company issued a notice on the convening of the general meeting of shareholders on cninfo.com and other media, announcing the time, place, participants, registration methods of shareholders attending the meeting and relevant matters considered by the general meeting of shareholders, and fully disclosed the contents of relevant proposals.
3. The general meeting of shareholders is held by combining on-site voting and online voting.
On site meeting time: 14:30 p.m. on Friday, March 4, 2022
Online voting time:
(1) The time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 4, 2022.
(2) The time for online voting through the Internet system of Shenzhen stock exchange is 9:15-15:00 on March 4, 2022.
Venue of on-site meeting: conference room 1, 7th floor, comprehensive office building of Ofilm Group Co.Ltd(002456) future city, Hangkong City Avenue, Nanchang County, Nanchang City, Jiangxi Province.
4. The general meeting of shareholders is presided over by Mr. Cai Rongjun, chairman.
It is verified that the time, place and other matters of the shareholders’ meeting are consistent with the contents of the notice of the shareholders’ meeting. Lawyer Xinda believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations and normative legal documents as well as the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. According to the signatures of shareholders attending the on-site meeting, power of attorney and other relevant documents, there are 6 shareholders and shareholder representatives (or agents) attending the on-site meeting of the general meeting of shareholders, representing 803734892 shares of the company, accounting for 246373% of the total shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 58 shareholders participated in the online voting of the general meeting of shareholders, representing 35959458 shares of the company, accounting for 1.1023% of the total shares of the company.
Among them, there are 61 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 38562533 shares of the company, accounting for 1.1821% of the total shares of the company.
To sum up, the total number of shareholders attending this general meeting is 64, representing 839694350 shares of the company, accounting for 257396% of the total shares of the company.
In addition to the above personnel attending the shareholders’ meeting, some directors, supervisors, Secretary of the board of directors, senior managers and Xinda lawyers of the company also attended or attended the shareholders’ meeting on site or by video.
On the premise that the qualifications of shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of Association (the qualification of shareholders voting through the online voting system shall be verified by the organization provided by the online voting system), Xinda lawyer believes that, The qualification of the persons attending the shareholders’ meeting meets the provisions of the company law, the rules of the shareholders’ meeting and other laws, regulations and normative legal documents as well as the articles of association, which is legal and effective.
2. The convener of this general meeting of shareholders is the board of directors of the company.
After verification, Xinda lawyer believes that the qualifications of the personnel and conveners attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
According to the notice and other relevant announcement documents of the company’s general meeting of shareholders, the shareholders of the company vote in a combination of on-site voting and online voting.
The on-site meeting of the company’s general meeting of shareholders voted item by item on the matters listed in the announcement by on-site voting. The shareholder representatives, supervisors and Xinda lawyers designated according to the regulations counted and supervised the on-site voting, and announced the voting results on the spot; After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
The company consolidated and counted the voting results of on-site voting and online voting.
The voting results of on-site voting and online voting of the company’s merger statistics are as follows:
1. The proposal on Amending the articles of association and other relevant systems was deliberated and adopted
Total voting: 810760416 shares were approved, accounting for 965542% of the total voting shares attending the meeting; Against 28914934 shares, accounting for 3.4435% of the total voting shares attending the meeting; 19000 shares were abstained, accounting for 0.0023% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 9628599 shares were agreed, accounting for 249688% of the total voting shares of small and medium-sized investors attending the meeting; Against 28914934 shares, accounting for 749819% of the total voting shares of small and medium-sized investors attending the meeting; 19000 shares were abstained, accounting for 0.0493% of the total voting shares of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
2. The proposal on formulating the working system of independent directors was considered and adopted
Total voting: 839097550 shares were approved, accounting for 999289% of the total voting shares attending the meeting; Against 563900 shares, accounting for 0.0672% of the total voting shares attending the meeting; 32900 shares abstained, accounting for 0.0039% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 37965733 shares were agreed, accounting for 984524% of the total voting shares of small and medium-sized investors attending the meeting; Against 563900 shares, accounting for 1.4623% of the total voting shares of small and medium-sized investors attending the meeting; 32900 shares were abstained, accounting for 0.0853% of the total voting shares of small and medium-sized investors attending the meeting.
3. The proposal on formulating the working rules of the Secretary of the board of directors was considered and adopted
Total voting: 839109450 shares were approved, accounting for 999303% of the total voting shares attending the meeting; Against 565900 shares, accounting for 0.0674% of the total voting shares attending the meeting; 19000 shares were abstained, accounting for 0.0023% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 37977633 shares were agreed, accounting for 984832% of the total voting shares of small and medium-sized investors attending the meeting; Against 565900 shares, accounting for 1.4675% of the total voting shares of small and medium-sized investors attending the meeting; 19000 shares were abstained, accounting for 0.0493% of the total voting shares of small and medium-sized investors attending the meeting.
4. The proposal on bank credit and guarantee was deliberated and adopted
Total voting: 805474630 shares were approved, accounting for 959247% of the total voting shares attending the meeting; 34211820 opposed shares, accounting for 4.0743% of the total voting shares attending the meeting; 7900 shares abstained, accounting for 0.0009% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 4342813 shares were agreed, accounting for 112617% of the total voting shares of small and medium-sized investors attending the meeting; Against 34211820 shares, accounting for 887178% of the total voting shares of small and medium-sized investors attending the meeting; 7900 shares were abstained, accounting for 0.0205% of the total voting shares of small and medium-sized investors attending the meeting.
5. The proposal on cancellation of repurchased shares and reduction of registered capital was deliberated and adopted
Total voting: 839375250 shares were approved, accounting for 999620% of the total voting shares attending the meeting; Against 318000 shares, accounting for 0.0379% of the total voting shares attending the meeting; 1100 shares abstained, accounting for 0.0001% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 38243433 shares were agreed, accounting for 991725% of the total voting shares of small and medium-sized investors attending the meeting; Against 318000 shares, accounting for 0.8246% of the total voting shares of small and medium-sized investors attending the meeting; 1100 shares were abstained, accounting for 0.0029% of the total voting shares of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
After verification, lawyer Xinda believes that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the convener and the voting procedures comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, and the voting results of the general meeting of shareholders are legal and valid.
This legal opinion is made in two originals without copies.
[this page is the signature and seal page of the legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Ofilm Group Co.Ltd(002456) 2022, without text]
Guangdong Xinda law firm
Person in charge: Handling lawyer:
Lin Xiaochun, Li Yun
Cai Tengfei
March 4, 2022
