Beijing deheheng law firm
About Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Of the 2021 annual general meeting
Legal opinion
Dehehhengzhenglv opinion (2022) No. 114
Beijing deheheng law firm
About Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Of the 2021 annual general meeting
Legal opinion
Dehehhengzhenglv opinions (2022) No. 114 to: Beijing Huafeng Test & Control Technology Co.Ltd(688200)
The lawyer appointed by the company (hereinafter referred to as “the company”) and the “lawyer” appointed by the company to attend the annual general meeting of (hereinafter referred to as “the company”). The lawyer of the firm issues this legal opinion on the relevant matters of the general meeting of shareholders in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the Beijing Huafeng Test & Control Technology Co.Ltd(688200) articles of Association (hereinafter referred to as the “articles of association”) and relevant laws, regulations and normative documents.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants of the meeting, the legitimacy and validity of the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In accordance with the provisions of the measures for the administration of law firms engaging in securities legal business and other provisions 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 and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
This legal opinion is only used by your company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. Our lawyers agree that your company will disclose this legal opinion to the public together with other information disclosure materials of your company’s shareholders’ meeting, and bear corresponding responsibilities for this legal opinion according to law.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On February 26, 2004, it was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News, securities times and Securities Daily issued the notice of convening the shareholders’ meeting. The notice of the meeting specifies the time, place, convener, matters to be considered at the meeting and the combination of on-site voting and online voting, explains that shareholders have the right to attend the meeting, can entrust agents to attend and exercise their voting rights and the equity registration date of shareholders who have the right to attend the meeting, and informs the registration method, contact telephone number and contact name of shareholders attending the meeting.
After verification, the shareholders’ meeting was held at building 5, yard 9, FengHao East Road, Haidian District, Beijing at 14:30 on Friday, March 18, 2022. The time, place and deliberations of the meeting are consistent with those disclosed in the above notice.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
After verification, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company is elected by the general meeting of shareholders, and the directors of the company have the legal qualification to serve as directors of the company; The board of directors of the company is not unable to perform its functions and powers.
A total of 40 shareholders and authorized representatives of shareholders attended the meeting, representing 48302571 shares of the company, accounting for 787600% of the total voting shares of the company.
In conclusion, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals listed in the meeting notice one by one.
The general meeting of shareholders adopts a combination of on-site voting and online voting. Votes shall be counted and monitored in accordance with the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations, as well as the provisions of normative documents and the articles of association. According to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Summary of the company’s proposal for 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting;
No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
2. Proposal on the company’s financial final accounts in 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
3. Proposal on the company’s 2022 financial budget
Voting: 46919593 shares were approved, accounting for 971368% of the total voting shares held by shareholders attending the meeting; 1382978 opposed shares, accounting for 2.8632% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
4. Proposal on the work report of the board of directors in 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
5. Proposal on the work report of independent directors of the company in 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
6. Proposal on the work report of the board of supervisors in 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
7. Proposal on the remuneration of directors and supervisors of the company in 2022
Voting: 27140406 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Avoidance of voting: related shareholders Tianjin Xinhua Investment Holding Co., Ltd., Fu Weidong, Wang Xiaoqiang and Wang Hao avoided voting. Voting result: the proposal was passed.
8. Proposal on the company’s profit distribution plan for 2021
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
9. Proposal on Amending the Beijing Huafeng Test & Control Technology Co.Ltd(688200) articles of Association and authorizing the management to go through the procedures related to the amendment of the articles of association and industrial and commercial filing
Voting: 48302571 shares were approved, accounting for 1000000% of the total voting shares held by shareholders attending the meeting; No dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
In conclusion, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of Association, and the voting results of this general meeting of shareholders are legal and effective.
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