Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
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Beijing Kangda law firm
About Harbin Xinguang Optic-Electronics Technology Co.Ltd(688011)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
Kangda guhui Zi [2021] No. 0677 to: Harbin Xinguang Optic-Electronics Technology Co.Ltd(688011)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Harbin Xinguang Optic-Electronics Technology Co.Ltd(688011) (hereinafter referred to as “the company”) and appoints its lawyers to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the meeting”).
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 (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange and Harbin Xinguang Optic-Electronics Technology Co.Ltd(688011) The articles of Association (hereinafter referred to as the “articles of association”) and other provisions, express legal opinions on the convening and convening procedures of the meeting, the qualifications of conveners and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby declare as follows:
(1) In this legal opinion, we and our lawyers only verify, witness and express legal opinions on the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) The firm and its lawyers shall act in accordance with the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms And the facts that have occurred or exist before the issuance date of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities for them.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and the documents issued or provided are free from false records, misleading statements or major omissions.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document for this meeting of the company. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, our lawyers shall, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards recognized by the lawyer industry , ethics and diligence, the legal opinions are as follows:
1、 Convening and convening procedures of this meeting
(i) Convening of this meeting
The meeting was held with the consent of the 35th meeting of the first board of directors and the 20th meeting of the first board of supervisors of the company.
According to the notice of Harbin Xinguang Optic-Electronics Technology Co.Ltd(688011) on convening the third extraordinary general meeting of shareholders in 2021 published on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
（2） Convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held at 2:30 p.m. on December 27, 2021 in conference room 801, 8th floor, 1294 Chuangxin Road, Songbei District, Harbin, presided over by the chairman of the company.
The online voting time of this meeting is December 27, 2021. The specific time of online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 27, 2021, The specific time for online voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 to 15:00 on December 27, 2021.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(i) Convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
（2） Shareholders and their proxies attending the meeting
A total of 2 Shareholders and their agents attended the meeting, representing 56151093 shares with voting rights of the company, accounting for 56.1510% of the total voting shares of the company.
1. Shareholders and their proxies attending the on-site meeting
According to the register of shareholders, identity certificates and power of attorney of shareholders and their agents attending the meeting provided by China Securities Depository and Clearing Corporation Shanghai Branch, there were 2 Shareholders and their agents attending the on-site meeting, and 56151093 shares representing the company with voting rights, Accounting for 56.1510% of the total voting shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of December 16, 2021.
2. Shareholders participating in online voting
According to the data provided by Shanghai Securities Information Co., Ltd., there are 0 shareholders participating in the online voting of this meeting, and 0 shares representing the voting shares of the company, accounting for 0% of the total voting shares of the company.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, there were 0 small and medium-sized investor shareholders who attended the on-site meeting or participated in online voting, and 0 shares representing the voting shares of the company, accounting for 0% of the total voting shares of the company.
（3） Other persons attending or attending the meeting as nonvoting delegates
In this meeting, other persons attending or attending the meeting as nonvoting delegates include directors, supervisors, senior managers of the company and lawyers of the exchange.
In conclusion, our lawyers believe that the convener and attendees of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(i) Voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice of the meeting by open ballot in writing, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shanghai Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
（2） Voting results of this meeting
The voting results of this meeting are as follows:
1. The proposal on general election of the board of directors and nomination of non independent directors of the second board of directors of the company was deliberated and adopted
(1) Proposal on electing Mr. Kang Weimin as a non independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Mr. Kang Weimin was elected as a non independent director of the company.
(2) Proposal on electing Ms. Kang Lixin as a non independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Kang Lixin was elected as a non independent director of the company.
(3) Proposal on electing Mr. Wang Yuwei as a non independent director of the second board of directors of the company The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Mr. Wang Yuwei was elected as a non independent director of the company.
(4) Proposal on electing Ms. Qu Bo as a non independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Ms. Qu Bo was elected as a non independent director of the company.
2. The proposal on election of the board of directors and nomination of independent directors of the second board of directors of the company was deliberated and adopted
(1) Proposal on electing Mr. Gao Xiuzhu as an independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Mr. Gao Xiuzhu was elected as an independent director of the company.
(2) Proposal on electing Mr. Cao Rupeng as an independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Mr. Cao Rupeng was elected as an independent director of the company.
(3) Proposal on electing Mr. Qi Rongkun as an independent director of the second board of directors of the company
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Mr. Qi Rongkun was elected as an independent director of the company.
3. The proposal on election of the board of supervisors and nomination of non employee representative supervisors of the second board of supervisors of the company was deliberated and adopted
(1) Proposal on electing Ms. Liu Bo as a non employee representative supervisor of the second board of supervisors of the company The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Ms. Liu Bo was elected as the non employee representative supervisor of the company.
The voting result of the proposal is: 56151093 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Mr. Chen Guoxing was elected as the non employee representative supervisor of the company.
In conclusion, our lawyers believe that the voting procedures and results of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in triplicate with the same legal effect.
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