Taihetai (Guangzhou) law firm
About Foshan Electrical And Lighting Co.Ltd(000541)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
44 / F, Bank of Guangzhou building, No. 30, Zhujiang East Road, Tianhe District, Guangzhou, China
44/F, Guangzhou Bank Building, No. 30 East Zhujiang Road
Ti anhe District, Guanghzou, People’s Republic of China
Tel: 86-20-38817801
www.tahota. com.
To: Foshan Electrical And Lighting Co.Ltd(000541)
Taihetai (Guangzhou) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as "the company") to appoint lawyer Zheng Yiling and lawyer Liang Qianwen to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as "the extraordinary general meeting of shareholders") on the convening, convening procedures, qualification of participants, voting methods The legality and effectiveness of voting procedures and other related matters have been carefully examined, and this legal opinion has been issued.
During the review of relevant documents, the company guarantees and promises to the exchange that the documents and explanations submitted to the exchange are true, accurate and complete without any false records, misleading statements or omissions. And have provided authentic original written materials and copies necessary for issuing this legal opinion, and the relevant copies or copies are consistent with the original.
In order to issue this legal opinion, the lawyer has reviewed the following documents provided by the company:
1. The Foshan Electrical And Lighting Co.Ltd(000541) articles of Association (hereinafter referred to as the "articles of association"); 2. The announcement on the resolution of the 19th meeting of the Foshan Electrical And Lighting Co.Ltd(000541) ninth board of directors published on the website of cninfo and the website of Shenzhen Stock Exchange (hereinafter referred to as the "designated website") on October 28, 2021;
3. The announcement on the resolution of the 24th Meeting of the Foshan Electrical And Lighting Co.Ltd(000541) ninth board of directors published on the website of cninfo and the website of Shenzhen Stock Exchange (hereinafter referred to as the "designated website") on December 16, 2021;
4. The notice of Foshan Electrical And Lighting Co.Ltd(000541) on convening the third extraordinary general meeting in 2021 (hereinafter referred to as "Notice of extraordinary general meeting") published on the designated website on December 16, 2021;
5. Registration records and voucher materials of the extraordinary general meeting of shareholders;
6. Other relevant documents of the extraordinary general 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 rules of the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the Foshan Electrical And Lighting Co.Ltd(000541) articles of association, and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued after checking and verifying the above documents and relevant facts provided by the company in the spirit of ethics and diligence.
1、 Convening and convening procedures of this extraordinary general meeting of shareholders
(i) Convening of this extraordinary general meeting of shareholders
The extraordinary general meeting was convened by the board of directors of the company, and the board of directors of the company published the notice of extraordinary general meeting on the designated website. The announcement specifies the convener, meeting method, meeting time, meeting duration, equity registration date, meeting place, meeting participants, meeting discussion topics, proposal code, meeting registration method Identity authentication and voting procedures of shareholders participating in online voting, and the right to entrust agents to attend the meeting and vote.
（2） Convening of this extraordinary general meeting of shareholders
1. According to the notice and announcement of the extraordinary general meeting, the notice of the company convening the extraordinary general meeting has been made in the form of announcement at least 15 days in advance. The Notice includes meeting time, meeting place, meeting content, participants, registration method, voting method, etc. The issuance and contents of the above notices comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2. This extraordinary general meeting of shareholders is held by combining on-site voting and online voting.
The on-site meeting was held at 14:30 p.m. on Friday, December 31, 2021 in the conference room on the fifth floor of office building, No. 64, Fenjiang North Road, Chancheng District, Foshan City. The time, place and content of the on-site meeting were consistent with the notice of this extraordinary general meeting. The extraordinary general meeting of shareholders was presided over by Chairman Wu Shenghui.
Voting will be conducted through the online trading system of Shenzhen Stock Exchange from 13:00 a.m. to 15:30 p.m. on November 31, 2029, and through the online voting system of Shenzhen Stock Exchange from 13:00 a.m. to 15:30 p.m. on November 31, 2029; The time for voting through the Internet system of the stock exchange is any time from 9:15 a.m. to 15:00 a.m. on December 31, 2021.
Our lawyers believe that the procedures for convening and convening this extraordinary general meeting of shareholders of the company comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
2、 Legality and validity of the qualifications of the convener and attendees
1. General attendance
A total of 76 shareholders and shareholders' agents attended the meeting, representing 612377668 shares of the company, accounting for 45.40% of the total voting shares of the company. Among them, 15 shareholders and shareholders' agents attended the on-site meeting, with 433769091 representative shares, accounting for 32.15% of the total voting shares of the company; There are 61 shareholders (proxies) voting effectively through the online voting system, representing 178608577 voting shares, accounting for 13.24% of the total voting shares of the company;
2. Attendance of shareholders of a shares
A total of 70 A-share shareholders and shareholder agents attended the meeting, representing 561342943 shares, accounting for 53.70% of the total voting shares of the company. Among them, 13 shareholders and shareholders' agents attended the on-site meeting, representing 394815295 shares, accounting for 37.77% of the total voting shares of the company; 57 shareholders and shareholder agents voted online, representing 166527648 shares, accounting for 15.93% of the total voting shares of the company. 3. Attendance of B-share shareholders
There were 6 B-share shareholders and shareholder agents attending the meeting, representing 51034725 shares, accounting for 16.81% of the total voting shares of the company. Among them, there were 2 Shareholders and shareholder agents attending the on-site meeting, representing 38953796 shares, accounting for 12.83% of the total voting shares of the company; There are 4 shareholders and shareholder agents voting through the Internet, representing 12080929 shares, accounting for 3.98% of the total voting shares of the company.
4. Attendance of minority shareholders
There are 63 small and medium-sized investors (agents) (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company), representing 33260966 shares, accounting for 2.47% of the total voting shares of the company.
5. Other persons attending the meeting
After verification by the lawyer, the relevant directors, supervisors and Secretary of the board of directors of the company attended the extraordinary general meeting of shareholders, and the general manager, other senior managers, witness lawyers and other relevant personnel invited by the company attended the extraordinary general meeting of shareholders as nonvoting delegates.
Our lawyers believe that the qualifications of the attendees and conveners of this extraordinary general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
3、 Voting procedures and results of this extraordinary general meeting of shareholders
Upon the inspection of our lawyers, the matters voted at the extraordinary general meeting of shareholders have been listed in the notice and announcement of the general meeting of shareholders.
The extraordinary general meeting of shareholders adopted the combination of on-site voting and online voting to consider and vote on the proposals included in the agenda, and did not shelve or refuse to vote for any reason.
The on-site voting of the matters considered at the extraordinary general meeting of shareholders shall be jointly counted and monitored by the shareholder representatives, supervisors and lawyers of the exchange. The online voting of this extraordinary general meeting of shareholders is based on Shenzhen Stock Exchange
The voting statistics provided by Information Network Co., Ltd. to the company shall prevail.
According to the combined online voting and on-site voting results, the voting results of this extraordinary general meeting are as follows:
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
Overall 16993078888.2419% 22633954 11.7534% 91000.0047% 1. The proposal that the company meets the conditions of 15802727994.6150% 89940905.3850% 00.0000% A-Shares and 1190350946.5846% 13639864 53.3798% 91000.0356% B-Shares of major assets
Investor 1061791231.9230% 22633954 68.0496% 91000.0274%
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
Overall 16993078888.2419% 22643054 11.7581% 00.0000%
2.1 in this transaction, A-Shares 15802727994.6150% 89940905.3850% 00.0000% scheme B-Shares 1190350946.5846% 13648964 53.4154% 00.0000% small and medium-sized investors 1061791231.9230% 22643054 68.0770% 00.0000% investors
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
Overall 16993078888.2419% 22643054 11.7581% 00.0000%
2.2 in this transaction, 15802727994.6150% 89940905.3850% 00.0000% of A-Shares constitute related party transactions, 1190350946.5846% 13648964 53.4154% 00.0000% small and medium-sized investors 1061791231.9230% 22643054 68.0770% 00.0000% investors
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
Overall 16993078888.2419% 22643054 11.7581% 00.0000%
2.3 pricing basis: A-Shares 15802727994.6150% 89940905.3850% 00.0000% and transaction price B-Shares 1190350946.5846% 13648964 53.4154% 00.0000% small and medium-sized investment 1061791231.9230% 22643054 68
