Guangdong Kunlun Oriental law firm
KunLun LAW FIRM
Guangdong Dongfang Kunlun law firm
About Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636)
Of the fourth extraordinary general meeting of shareholders in 2021
Lawyer witness legal opinion
Guangdong Dongfang Kunlun law firm
Address: 19th floor, China Mayor building, 189 Tianhe North Road, Guangzhou Post Code: 510620
Tel: 020-87556180 Fax: 020-87551834
Website: www.kunlunlaw.com com.
December, 2001
Guangdong Dongfang Kunlun law firm
About Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636)
Of the fourth extraordinary general meeting of shareholders in 2021
Lawyer witness legal opinion
(2021) Yue Kun FA FA Zi No. 3796 to: Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636)
Guangdong Dongfang Kunlun law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) (hereinafter referred to as “the company”) and appoints a lawyer (hereinafter referred to as “the firm’s lawyer”) to attend the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) held by the company on December 31, 2021, And in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange Administrative regulations, normative documents and the articles of association witnessed the shareholders’ meeting and issued legal opinions. In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company: articles of association, announcement on the resolution of the 13th meeting of the Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) ninth board of directors in 2021, notice on convening the fourth extraordinary general meeting of shareholders in 2021, shareholders’ qualifications to attend the general meeting of shareholders, resolutions and records of the general meeting of shareholders Voting votes and summary of the general meeting of shareholders and other documents.
The exchange assumes that the documents provided by the company are true, accurate, complete and valid. We only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and our understanding of China’s current laws, regulations and normative documents. The exchange only expresses opinions on the legality and compliance of the convener’s qualification, participants’ qualification, voting procedures and voting results of the general meeting of shareholders, and does not express opinions on the authenticity and accuracy of the contents of the proposal considered by the general meeting of shareholders and the business matters related to the company in the proposal. This legal opinion is only for the purpose of witnessing the legality and compliance of relevant matters of this general meeting of shareholders. Without the written consent of the exchange, no one shall use this legal opinion for any other purpose. The exchange agrees to take this legal opinion as the legal document for the announcement of the general meeting of shareholders and announce it together with other announcement documents of the company.
In accordance with the relevant laws and regulations and the articles of association, the lawyers of the firm reviewed, judged and witnessed the documents and materials related to the shareholders’ meeting provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The witnessed legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On December 15, 2021, the 13th meeting of the ninth board of directors in 2021 deliberated and adopted the proposal on convening the fourth extraordinary general meeting in 2021. On December 16, 2021, the board of directors issued the notice on convening the fourth extraordinary general meeting in 2021 on the designated media, It is decided to convene the fourth extraordinary general meeting of shareholders in 2021 on December 31, 2021. After verification, the shareholders’ meeting was decided to be held at the 13th meeting of the ninth board of directors in 2021, and the corresponding notice and announcement procedures were performed. The actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the announcement.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
The 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 December 31, 2021 in the conference room of Building 1, Fenghua Electronic Industry City, No. 18 Fenghua Road, Zhaoqing City, Guangdong Province. The shareholders’ meeting conducted online voting according to the notice time and procedures of the meeting. The specific 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 December 31, 2021; The specific time for online voting through the Internet voting system is any time from 9:15 to 15:00 on December 31, 2021.
Upon examination, the shareholders attending the on-site meeting of the general meeting of shareholders or their authorized agents are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their authorized agents at the end of the transaction on the afternoon of December 27, 2021, the equity registration date of the general meeting of shareholders. According to the identity documents and authorization documents of the shareholders or their authorized agents attending the on-site meeting of the general meeting of shareholders, it is confirmed that there are 7 shareholders attending the general meeting of shareholders, with 1784769 representative shares, accounting for 0.1994% of the total shares of the listed company; 448 shareholders voted online, representing 74303695 shares, accounting for 8.2999% of the total shares of the listed company. As mentioned above, 455 shareholders attended the general meeting, representing 76088464 shares of the listed company, accounting for 8.4993% of the total shares of the listed company. In addition to the ordinary shareholders holding shares of the company or their agents on the equity registration date, the personnel attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers and lawyers of the exchange.
The identity of shareholders voting through the online voting system shall be verified by Shenzhen Stock Exchange, the provider of the online voting system. The exchange is unable to verify the qualification of shareholders voting through the online voting system. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations and the articles of association, our lawyers believe that the qualifications of personnel attending the general meeting of shareholders are legal and valid.
Our lawyers believe that the convener of this general meeting of shareholders is the 9th board of directors of the company, and the convener’s qualification is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
It was witnessed that the on-site voting of the general meeting of shareholders adopted the open ballot method to vote on the proposals to be considered in accordance with the voting procedures specified in laws, administrative regulations and the articles of association. The on-site meeting of the shareholders’ meeting did not vote on matters not listed in the meeting notice. The shareholders attending the on-site voting of the general meeting of shareholders or their authorized agents have no objection to the on-site voting results. After review, the on-site voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and the articles of association, and the voting results are legal and valid.
The final voting result of the general meeting of shareholders is made after the on-site voting result and online voting result are calculated according to the specified statistical method. Among them, Guangdong Guangsheng Holding Group Co., Ltd., the largest shareholder of the company, evades voting on the proposal according to law. The company made separate statistics on the minority shareholders (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) participating in the general meeting of shareholders. According to the statistical data of on-site voting results and online voting results provided by the company, our lawyers confirm that the voting results of the shareholders’ meeting are as follows:
The proposal on extending the validity of the resolution on non-public development of A-Shares and authorizing the board of directors to handle matters related to this non-public development of A-Shares was considered and adopted.
The total number of valid voting shares of the proposal is 76088464. 71533003 shares were approved, accounting for 94.0129% of the total voting shares attending the meeting; 4545461 opposed shares, accounting for 5.9739% of the total voting shares attending the meeting; 10000 shares abstained, accounting for 0.0131% of the total voting shares attending the meeting. Among them, the voting results of minority shareholders were: 71533003 shares were agreed, accounting for 94.0129% of the voting shares held by minority shareholders attending the meeting; Against 4545461 shares, accounting for 5.9739% of the voting shares held by minority shareholders attending the meeting; Abstained 10000 shares, accounting for 0.0131% of the voting shares held by minority shareholders attending the meeting.
Voting results: this proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association, the qualifications of the attendees and conveners of the company’s general meeting of shareholders are legal and valid, and the voting procedures and voting results of the company’s general meeting of shareholders are legal and valid.
This legal opinion is in duplicate, signed by the handling lawyer and sealed by the exchange.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Dongfang Kunlun law firm on Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) lawyer witness of the fourth extraordinary general meeting of shareholders in 2021) handling lawyer:
Xie Zhensheng, ye Shiyi
Person in charge: Gong Lei
Guangdong Dongfang Kunlun law firm December 31, 2021
