Beijing Jindu (Guangzhou) law firm
About Guangdong Dongpeng Holdings Co.Ltd(003012)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Dongpeng Holdings Co.Ltd(003012)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Guangdong Dongpeng Holdings Co.Ltd(003012) (hereinafter referred to as the company), 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), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) of China Securities Regulatory Commission and other laws within the territory of the people's Republic of China (hereinafter referred to as the territory of China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), Hu Yizhou, a lawyer of the exchange, is appointed in accordance with the relevant provisions of the current effective laws, administrative regulations, rules and normative documents and the current effective articles of Association (hereinafter referred to as the articles of association) Lawyer Tian Yaqian (hereinafter referred to as our lawyer) attended the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company in the conference room on the 19th floor of Dongpeng headquarters building, 127 Jihua West Road, Chancheng District, Foshan City, Guangdong Province on January 11, 2022, and issued this legal opinion on matters related to the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association reviewed and revised by the company's 2020 annual general meeting of shareholders;
2. The company's current effective rules of procedure for Guangdong Dongpeng Holdings Co.Ltd(003012) general meeting of shareholders (hereinafter referred to as the rules of procedure for general meeting of shareholders);
3. The company was published in China Securities Journal and cninfo.com on December 24, 2021（ http://www.cn.info.com.cn. ）And the announcement on the resolution of the 12th meeting of the 4th board of directors of Guangdong Guangdong Dongpeng Holdings Co.Ltd(003012) Co., Ltd. on the website of Shenzhen Stock Exchange;
4. The company published in China Securities Journal, cninfo.com and Shenzhen Stock Exchange on December 24, 2021
Announcement on Guangdong Dongpeng Holdings Co.Ltd(003012) the resolution of the 11th meeting of the 4th board of supervisors on the website of E-House;
5. The notice on convening the first extraordinary general meeting of shareholders in 2022 published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on December 24, 2021;
6. The register of shareholders on the equity registration date of the company's general meeting of shareholders;
7. Registration records and voucher materials of shareholders attending the on-site meeting;
8. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued at this shareholders' meeting are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 23, 2021, the 12th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 11, 2022.
On December 24, 2021, the company published the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the first extraordinary general meeting of shareholders in 2022 in the form of announcement in the information disclosure media designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen stock exchange.
(II) convening of the general meeting of shareholders
The general meeting of shareholders is held by combining on-site meeting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 on January 11, 2022 in the conference room on the 19th floor of Dongpeng headquarters building, 127 Jihua West Road, Chancheng District, Foshan City, Guangdong Province. The on-site meeting was presided over by Mr. He Xinming, chairman of the board.
The time for online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange is January 11, 2022. Among them, the time for voting through the voting platform of Shenzhen stock exchange system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 11, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 11, 2022.
After verification by the lawyers of the firm, the actual time, place, method and proposal of the shareholders' meeting are consistent with those announced in the notice on convening the first extraordinary shareholders' meeting in 2022.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the shareholders' meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders' meeting, It is confirmed that there are 20 shareholders and shareholders' agents attending the company's general meeting, representing 870611478 voting shares, accounting for 73.1201% of the total voting shares of the company. According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 7 shareholders participating in the online voting of the general meeting of shareholders, representing 120203907 voting shares, accounting for 10.0956% of the total voting shares of the company.
Among them, there are 9 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 10185000 voting shares, accounting for 0.8554% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the shareholders' meeting is 27, representing 990815385 voting shares, accounting for 83.2156% of the total voting shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included some directors, supervisors and Secretary of the board of directors of the company, as well as lawyers Hu Yizhou and Tian Yaqian of the exchange. Some senior managers of the company attended the on-site meeting of the shareholders' meeting as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The proposal considered at this general meeting is consistent with the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the first extraordinary general meeting of shareholders in 2022, and there is no amendment to the original proposal or addition of new proposals.
The general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
Shareholders participating in online voting exercised their voting rights through the online voting system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
The moderator announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the prediction of daily connected transactions in 2022 are as follows:
130373407 shares were approved, accounting for 100% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting. Related shareholders have avoided voting.
Among them, the voting of small and medium-sized investors is 10185000 shares, accounting for 100% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the proposal on the prediction of credit guarantee line for wholly-owned subsidiaries in 2022 are as follows:
990812385 shares were approved, accounting for 99.9997% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstained 3000 shares, accounting for 0.0003% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting. Among them, the voting situation of small and medium-sized investors is that they agree to 10182000 shares, accounting for 99.9705% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 3000 shares, accounting for 0.0295% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and votes of the company's general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, 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 securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders' meeting and the convener are legal and valid; The affiliated shareholders attending the shareholders' meeting have avoided voting, and the voting procedures and results of the shareholders' meeting are legal and valid.
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