Guantao Zhongmao law firm, 56guantao law firm, building 1, Huanggang business center, Jintian Road, Futian District, Shenzhen
Postal Code: 518048
Tel：86 755 25980899 Fax：86 755 2598025956/Floor, Tower 1, ExcellenetCentury Center,E-mail： [email protected] Road, Futian District, Shenzhen 518048, P.R.China
http://www.guantao.com.
Beijing Guantao Zhongmao (Shenzhen) law firm
About Guangzhou Sanfu New Materials Technology Co.Ltd(688359)
Of the fourth extraordinary general meeting of shareholders in 2021
Legal opinion
Guan Yi Zi 2021 No. 003466 to: Guangzhou Sanfu New Materials Technology Co.Ltd(688359)
Beijing Guantao Zhongmao (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangzhou Sanfu New Materials Technology Co.Ltd(688359) (hereinafter referred to as “the company”) to appoint lawyers 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 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, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other current Chinese laws, regulations and normative documents, as well as the Guangzhou Sanfu New Materials Technology Co.Ltd(688359) articles of Association (hereinafter referred to as the “articles of association”) According to the relevant provisions of the Guangzhou Sanfu New Materials Technology Co.Ltd(688359) rules of procedure of the general meeting of shareholders (hereinafter referred to as the “rules of procedure”), witness the convening and convening procedures of the general meeting of shareholders, the qualifications of participants, voting procedures, voting results and other matters, and issue this legal opinion.
Beijing, Shanghai, Xi’an, Chengdu, Dalian, Shenzhen, Jinan, Xiamen, Hong Kong, Tianjin
Beijing ·Shanghai ·Xi’an ·Chengdu· Dalian·Shenzhen· Jinan ·Xiamen· Hong Kong· Tianjin
In order to issue this legal opinion, our lawyers reviewed the documents related to the shareholders’ meeting provided by the company, listened to the statements and explanations of the company on relevant facts, and attended the shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without major concealment and omission.
Our lawyers express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current laws, administrative regulations and normative documents in China. And bear corresponding legal liabilities for the legal opinions issued according to law.
This legal opinion is only used for the purpose of this shareholders’ meeting and shall not be used for any other purpose or purpose. The exchange agrees that the company will announce this legal opinion as a document of the general meeting of shareholders.
According to the requirements of relevant laws, regulations and normative documents, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued the following legal opinions: I. on the convening and convening of this general meeting of shareholders
(i) After verification by our lawyers, this general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company notified all shareholders of the company in advance in accordance with the articles of association and rules of procedure.
The company held the 24th Meeting of the third board of directors on December 15, 2021 and formed a resolution, which decided to hold the shareholders’ meeting on December 31, 2021. The board of directors of the company was published in the securities times on December 16, 2021 and published in cninfo（ http://www.cn.info.com..cn. ）The Guangzhou Sanfu New Materials Technology Co.Ltd(688359) notice on convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “notice”) was issued to notify all shareholders of the date, place, mode of holding, matters to be considered, participants of the meeting, on-site meeting registration, etc.
（2） The general meeting of shareholders is held by combining on-site meeting and online voting. At 14:00 p.m. on December 31, 2021, the on-site meeting of the general meeting of shareholders was held in conference room Guangzhou Sanfu New Materials Technology Co.Ltd(688359) on the 12th floor of the East ladder of science information building, No. 111 science Avenue, Huangpu District, Guangzhou. The actual time and place of the general meeting of shareholders are consistent with the time and place notified in the notice.
（3） Mr. Shangguan Wenlong, chairman of the company, presided over the shareholders’ meeting. The meeting deliberated on the proposals listed in the notice. The staff of the board of directors shall record the shareholders’ meeting on the spot, and the meeting minutes shall be signed by the chairman of the meeting and the directors, supervisors, Secretary of the board of directors and recorder attending the meeting.
（4） In addition to the on-site meeting, the company arranged online voting for shareholders through the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai Stock Exchange. The online voting time through the trading system of Shanghai Stock Exchange is the trading time on December 31, 2021, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time for voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 to 15:00 on December 31, 2021.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure, and the qualification of the board of directors as the convener is legal and effective. 2、 On the qualifications of personnel attending the general meeting of shareholders
(i) According to the signatures, power of attorney and other documents of the shareholders and their agents attending the shareholders’ meeting, 14 shareholders and their agents attended the shareholders’ meeting, representing 64116814 shares, accounting for 69.5561% of the total shares of the company. Among them, 11 shareholders and entrusted agents attended the on-site meeting, representing 53627200 voting shares; There are 3 shareholders voting online, representing 10489614 voting shares.
Our lawyers believe that the qualifications of the above shareholders and shareholders’ agents attending the general meeting of shareholders meet the provisions of relevant laws, administrative regulations, normative documents, the articles of association and rules of procedure.
（2） Other persons attending the shareholders’ meeting as nonvoting delegates include the company’s directors, supervisors, senior managers and lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending the general meeting of shareholders meet the provisions of laws, administrative regulations, normative documents, the articles of association and rules of procedure. 3、 On the shareholder qualification and proposal procedures for putting forward temporary proposals at the general meeting of shareholders
Witnessed by our lawyers, there was no new proposal put forward by shareholders (or shareholders’ agents) at the shareholders’ meeting. 4、 Voting procedures and results of the general meeting of shareholders
(i) Witnessed by our lawyers, the shareholders’ meeting adopts the methods of on-site voting and online voting. The shareholders and their proxies attending the on-site meeting voted on the matters considered at the shareholders’ meeting item by item by open ballot; The meeting elected two shareholder representatives, one supervisor and one lawyer to count and monitor the votes, and announced the voting results on the spot at the shareholders’ meeting.
（2） According to the published voting results and witnessed by our lawyers, the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on providing guarantees and related party transactions for holding subsidiaries was deliberated and adopted
Voting results: 64116814 shares were approved, accounting for 100% of the voting rights held by all shareholders participating in the voting; 0 dissenting shares, accounting for 0% of the voting rights held by all shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the voting rights held by all shareholders participating in the voting.
Among them, the voting situation of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 9742640 shares, accounting for 100% of the total voting shares of small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors attending the meeting.
The related shareholders of the above proposal did not attend the voting.
The lawyers of the firm believe that the voting procedures and votes of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other current laws, administrative regulations, normative documents, the articles of association and the rules of procedure, and the voting procedures and voting results of the general meeting of shareholders are legal and effective. 5、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and other current laws, administrative regulations, normative documents, the articles of association and the rules of procedure, and the qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid, The voting procedures and results of this general meeting of shareholders are legal and valid, and the resolutions formed by this general meeting of shareholders are legal and valid. [no text below]
