Beijing Dacheng (Fuzhou) law firm on Fujian Start Group Co.Ltd(600734)
Of the investor group meeting
Legal opinion
(2021) Dacheng ronglv Zi No. 1331
Beijing Dacheng (Fuzhou) law firm
21 / F, Times Square, 357 xiangban street, Taijiang District, Fuzhou (350002)
Tel:+860591-88017891
Fax:+860591-88017890
Beijing Dacheng (Fuzhou) law firm
About Fujian Start Group Co.Ltd(600734)
Legal opinion of the investor group meeting
(2021) Dacheng ronglv Zi No. 1331 to: Fujian Start Group Co.Ltd(600734)
The investor group meeting of Fujian Start Group Co.Ltd(600734) (hereinafter referred to as “the company”) was held on December 27, 2021. Beijing Dacheng (Fuzhou) law firm (hereinafter referred to as “the firm”) accepted the entrustment of the company to hold the investor group meeting (hereinafter referred to as “the investor group meeting”) in accordance with 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 enterprise bankruptcy law of the people’s Republic of China (hereinafter referred to as the “enterprise bankruptcy law”) and other laws, administrative regulations, rules and other normative documents, as well as the relevant provisions of the Fujian Start Group Co.Ltd(600734) articles of Association (hereinafter referred to as the “articles of association”), appoint lawyers to participate in the investor group meeting, Issue this legal opinion.
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of participants, voting procedures, voting results and resolutions of the investor group meeting, and do not express opinions on the authenticity and accuracy of the contents of the proposals considered at the investor group meeting and the facts or data expressed in such proposals; The authenticity of the resident identity card, business license, identity certificate of legal representative, power of attorney, stock account card, etc. presented to the company by the shareholders (or shareholders’ agents) attending the on-site meeting of the meeting when going through the registration procedures for attending the meeting shall be borne by the shareholders (or shareholders’ agents); the responsibility of the lawyers of the firm is to check the names of the shareholders attending the meeting (or name) and its shareholding amount are consistent with the shareholder’s name (or name) and its shareholding amount registered in the register of shareholders of China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of 3:00 p.m. on December 20, 2021.
Our lawyers agree to announce this legal opinion together with other information disclosure materials of the investor group meeting. This legal opinion is only for the purpose of witnessing the legitimacy of matters related to the meeting of the company’s investor group, and shall not be used for any other purpose.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms, 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, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and relevant documents involved in the investor group meeting, attended the investor group meeting and issued the following legal opinions:
1、 Procedures for convening and convening the investor group meeting
(i) Convening procedures of investor group meeting
With the consent of the court, the company made an announcement on China Securities Journal, securities daily and the website of Shanghai Stock Exchange www.sse.com on December 10, 2021 com.. cn. The announcement of the Fujian Start Group Co.Ltd(600734) manager on convening the investor group meeting and the investor rights and interests adjustment plan of the Fujian Start Group Co.Ltd(600734) reorganization plan (Draft) were issued, announcing the basic information of the meeting, the matters to be considered at the meeting, the on-site meeting registration measures, voting methods and other matters.
（2） Convening procedures of investor group meeting
The investor group meeting shall be held by combining on-site voting and online voting.
At 14:30 on December 27, 2021, the investor group meeting was held in the conference room on the 12th floor of Shida building, 67 hongshanyuan Road, Fuzhou, Fujian Province.
The online voting time of the investor group meeting is: the trading period on December 27, 2021; The time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the investor group meeting.
The lawyers of the firm believe that the time, place and content of the investor group meeting are consistent with the announcement, and the convening and convening procedures of the investor group meeting comply with the relevant provisions of the company law and the enterprise bankruptcy law.
2、 Participants and conveners of the investor group meeting
(i) Qualification of participants
According to the company law, the securities law, the enterprise bankruptcy law, the articles of association and the notice of the investor group meeting, the participants of the investor group meeting are:
1. After the closing of the stock market on December 20, 2021 (Monday), the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the meeting of the investor group and may entrust an agent to attend and vote in writing. The agent does not have to be a shareholder of the company.
2. The company’s bankruptcy administrator, some directors, supervisors, senior managers and lawyers hired by the company attended the on-site meeting.
（2） Attendance at the meeting
328 shareholders and shareholders’ agents attended the meeting on site and online, with a total of 147107419 representative shares, accounting for 23.6365% of the company’s total share capital of 622372316 shares. The details are as follows:
1. On site attendance
After the lawyer of the firm checked the attendance certificate, one shareholder and shareholder agent attended the investor group meeting on site, representing a total of 37342338 shares, accounting for 6.0000% of the total shares of the company.
2. Network attendance
According to the company’s announcement, 327 shareholders voted online, representing 109765081 shares, accounting for 17.6365% of the company’s total shares.
The lawyers of the firm believe that the qualifications of shareholders and shareholders’ agents attending the meeting of the contributor group are legal and valid, comply with the provisions of the company law, the enterprise bankruptcy law, relevant laws, administrative regulations and the articles of association, and have the right to review and vote on the proposals of the meeting of the contributor group.
3、 Deliberation items, voting procedures and voting results of the investor group meeting
(i) Matters considered at the meeting of the investor group
According to the Fujian Start Group Co.Ltd(600734) manager’s announcement on convening the investor group meeting (hereinafter referred to as the “investor group meeting notice”), the matters considered at the investor group meeting are:
1 Fujian Start Group Co.Ltd(600734) equity adjustment scheme for investors of reorganization plan (Draft)
The above proposal was published in China Securities Journal, securities daily and the website of Shanghai Stock Exchange on December 10, 2021 com.. cn. The company’s bankruptcy administrator shall list in the notice of the meeting of the investor group, and the actual deliberation matters of the meeting of the investor group shall be consistent with the contents of the notice of the meeting of the investor group.
（2） Voting procedures of the investor group meeting
After inspection, the investor group voted on the above proposal by means of registered shareholders and online voting. The meeting counted and monitored the on-site voting according to the procedures specified in laws, regulations and the articles of association, and counted the online voting according to the online voting data provided by the trading system of Shanghai Stock Exchange and the Internet. After the online voting, Shanghai Securities Information Co., Ltd. provided the company with the voting results of the combined statistics of online voting and on-site voting of the proposal deliberated at the investor group meeting.
（3） Voting results of investor group meeting
The voting results of the proposal put on the agenda of the investor group meeting are as follows:
1. Fujian Start Group Co.Ltd(600734) equity adjustment plan for investors of reorganization plan (Draft)
Voting of all shareholders (or shareholders’ agents) attending the meeting of the contributor group
Proportion of voting opinions in the total number of voting shares held by shareholders (or shareholders’ proxy representatives) attending the meeting
Agree 14593025499.1997%
Objection 10807650.7346%
Waiver 964000.0657%
The proposal deliberated at the meeting of the contributor group shall be deliberated and adopted by more than two-thirds of the voting shares held by the shareholders and their agents attending the meeting of the contributor group.
The lawyers of the firm believe that the voting matters of the investor group meeting are consistent with those listed in the notice of the investor group meeting, the voting procedures comply with the provisions of the company law, the enterprise bankruptcy law, laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the investor group meeting comply with the provisions of the company law, the enterprise bankruptcy law, relevant laws, regulations and the articles of Association; The qualifications of the participants are legal and valid; The voting procedures and results of the meeting are legal and valid; The resolutions made at the meeting are legal and valid. This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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E = mm Legal opinion – Fujian Start Group Co.Ltd(600734) investor group meeting
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So… Fly steps
Person in charge: Main) B kJ in
Handling lawyer:
Bao Dayong
December 27, 2021
