518035, 45th floor, Rongchao economic and Trade Center, 4028 Jintian Road, Futian District, Shenzhen Tel: + 86 755 83026386www vtlaw. cn. Beijing Shenzhen Shanghai Chengdu Wuhan Xi'an Changsha Hangzhou about Guangdong Zhengye Technology Co.Ltd(300410)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
(2021) Wan Shang Tian Qin FA Yi Zi No. 2259 to: Guangdong Zhengye Technology Co.Ltd(300410)
Wanshang tianqin (Shenzhen) law firm (hereinafter referred to as "the firm") accepts the entrustment of Guangdong Zhengye Technology Co.Ltd(300410) (hereinafter referred to as "the company") and appoints Lawyer Liu Bin and lawyer Li Shan to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as "the general meeting of shareholders").
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, the standards for the governance of Listed Companies promulgated by the China Securities Regulatory Commission, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies on Shenzhen Stock Exchange promulgated by Shenzhen Stock Exchange, and other laws Laws and regulations (hereinafter referred to as "relevant laws and regulations") and the articles of association of the company provide legal opinions on the legality and effectiveness of the convening and convening procedures, the qualifications of participants and the voting procedures of the shareholders' meeting.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders' meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The legal opinions of the exchange are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
According to the notice on convening the third extraordinary general meeting of shareholders in 2021 published on cninfo.com.cn on December 29, 2021, the board of directors of the company decided to hold the meeting at Guangdong Zhengye Technology Co.Ltd(300410) No. 6, Nanyuan Road, Songshanhu Park, Dongguan at 14:00 p.m. on December 29, 2021 The shareholders' meeting was held in the meeting room on the third floor. The general meeting of shareholders adopts the combination of on-site voting and online voting.
The online voting of the shareholders' meeting is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The voting time through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on December 29, 2021; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on December 29, 2021 to 15:00 p.m. on December 29, 2021.
After verification, the time, method and content of the notice of the meeting issued by the company comply with the provisions of relevant laws and regulations and the articles of association.
After verification, the actual time and place of the shareholders' meeting are consistent with the notice. The shareholders' meeting was presided over by Mr. Xu Dihua, chairman of the company, and the contents of the meeting were consistent with the notice.
The exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
After verification, the account registration certificate, identity certificate of legal representative, authorization certificate and identity certificate of shareholder representative of the company's legal person shareholders attending the general meeting of shareholders, account registration certificate of natural person shareholders attending the general meeting of shareholders, personal identity certificate, authorization certificate and identity certificate of shareholder representative, The qualification of shareholders and shareholders' agents attending the general meeting did not violate relevant laws and regulations and the articles of association. The identity of shareholders voting through the online voting system has been certified in the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
After verifying the identity certificates, authorization certificates and other supporting materials of the shareholders and their agents attending the general meeting of shareholders, as well as the shareholder registration data of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market at 15:00 p.m. on December 24, 2021, a total of 3 shareholders and their agents attended the general meeting of shareholders, The number of shares representing the company with voting rights is 161440344, accounting for 43.79% of the total voting shares of the company; Among them, 7 minority shareholders and shareholder agents participated in the voting, representing 437953 voting shares of the company, accounting for 0.1188% of the total voting shares of the company. Minority shareholders refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
After verification, according to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 6 shareholders and shareholder agents participating in the online voting, and the number of shares representing the company with voting rights is 63717, accounting for 0.0173% of the total voting shares of the company.
The exchange believes that the shareholders and shareholders' agents attending the general meeting of shareholders have complete procedures, legal and valid qualification to attend the meeting, comply with the provisions of relevant laws and regulations and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
Other persons attending the shareholders' meeting include directors, supervisors, senior managers of the company and lawyers of the firm. The exchange believes that the above participants meet the requirements of meeting notice.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedure
After verification, the shareholders' meeting adopts the combination of on-site voting and online voting to vote on the proposals submitted to the shareholders' meeting for deliberation.
The general meeting of shareholders deliberated on the proposals involving related party transactions, and the related shareholders withdrew in accordance with the provisions of relevant laws and regulations.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations.
（2） Voting results
The general meeting of shareholders shall vote on relevant proposals by open ballot, and the votes shall be counted according to the procedures specified in the articles of association and the rules for the general meeting of shareholders of listed companies. According to the online voting information provided by Shenzhen Securities Information Co., Ltd. to the company, the company consolidated and counted the voting results of on-site voting and online voting, and announced the voting results on the spot. The proposals listed in the meeting notice were effectively adopted by the shareholders' meeting, and the voting results are as follows:
No. content of the proposal: consent, rejection and consent (moderate opposition (moderate abstention (moderate minority shareholder) minority shareholder) minority shareholder)
The following is the cumulative voting proposal
On the change of the board of directors of the company
1.00 number of non independent candidates for election of the Fifth Board of directors (6)
Proposal of legislative director
Mr. Deng Jingyang was elected fifth
1. 1614403450037423700 non independent directors of the 01st board of directors
bill
Mr. Tu Zongde was elected fifth
1. 1614403460037423800 non independent directors of the 02nd board of directors
bill
Mr. Gu Zhicheng was elected fifth
1. 1614403450037423700 non independent directors of the 03rd board of directors
bill
Mr. Zhu Hehai was elected fifth
1. 1614403460037423800 non independent directors of the 04th board of directors
bill
Mr. Xu Diming was elected fifth
1. 1614403450037423700 non independent directors of the 05th board of directors
bill
Mr. Xu Tianhua was elected fifth
1. 16144035200374244000 non independent directors of the 06th board of directors
bill
On the change of the board of directors of the company
2.00 number of independent candidates for election of the 5th board of directors (3)
Proposal of directors
Mr. Fu nianping was elected fifth
2. Discussion of independent directors of the 01st board of directors 1614403450037423700
case
Mr. Wang Zhigang was elected fifth
2. Discussion of independent directors of the 02nd board of directors 1614403460037423800
case
Elect Mr. Dong as the fifth
2. 1614403480037424000 proposal of independent directors of the 03rd board of directors
On the change of the board of supervisors of the company
3.00 number of non office candidates for election of the 5th board of supervisors (2)
Proposal of the labor Representative Supervisor
Mr. Hu Jianping was elected fifth
3. Proposal on the supervision of 1614403450037423700 non employee representatives of the 01st session of the board of supervisors
Mr. Wang Haitao was elected fifth
3. Proposal on 1614403480037424000 non employee representative supervisors of the 02nd session of the board of supervisors
The following are non cumulative voting proposals
4.00 proposal on the remuneration of 16145654470390436475170 directors proposed by the Fifth Board of directors 517
5.00 proposal on the remuneration of 16145654470390436475170 supervisors proposed by the Fifth Board of supervisors 517
On partial cancellation of repurchase
6.00 discussion on restricted shares granted to employees who have not yet been unlocked by 161496444760430336766170 17
Case
7.00 proposal on reducing the registered capital of the company 16145654470390436475170 517
Revision of the
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three hundred and eighty-one
8.00 proposal 1611222088505610038185303
About adding the company and its subsidiaries 7,6
9.00 proposal on applying for comprehensive credit line 16149644417043033676170 from the bank
About adding the company and Guoxin 7,6
10.00 the construction company signs the procurement framework on behalf of the buyer in accordance with the proposal of 5137129117043033676170 same and related party transactions, note 1
11.00 note 217 to the proposal on supplementary confirmation of related parties 110555489766043033676170 and related transactions
Note 1: this proposal involves related party transactions. The related shareholder Jingdezhen Hesheng Industrial Investment Development Co., Ltd. avoids voting, and all voting rights held by it (including shares held and voting entrusted shares) are not included in the total number of voting shares attending the meeting.
