Guangdong legal Shengbang law firm
About Guangdong Guanghong Holdings Co.Ltd(000529)
Witness to the second extraordinary general meeting of shareholders in 2022
Supplementary legal opinion
To: Guangdong Guanghong Holdings Co.Ltd(000529)
Entrusted by Guangdong Guanghong Holdings Co.Ltd(000529) (hereinafter referred to as “the company”), Guangdong legal Shengbang law firm (hereinafter referred to as “the firm”) appoints its lawyers to attend the on-site meeting of the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), And issued the legal opinion of Guangdong legal Shengbang law firm on the witness of the second extraordinary general meeting of shareholders in Guangdong Guanghong Holdings Co.Ltd(000529) 2022 (hereinafter referred to as the “legal opinion”) on April 22, 2022.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, the rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the articles of association and relevant announcement documents, We hereby issue the supplementary legal opinion of Guangdong legal Shengbang law firm on the witness of the second extraordinary general meeting of shareholders in Guangdong Guanghong Holdings Co.Ltd(000529) 2022 (hereinafter referred to as “the supplementary legal opinion”) for the second extraordinary general meeting of shareholders in 2022. Unless the context otherwise requires, the terms, definitions and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion. This supplementary legal opinion is a supplement to and an integral part of the legal opinion. The preconditions, assumptions and statements of opinions expressed in the legal opinion are applicable to this supplementary legal opinion.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm and its lawyers issue supplementary legal opinions as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders was proposed and convened by the board of directors of the company. On April 7, 2022, the company will announce the time of the general meeting of shareholders, the place and agenda of the on-site meeting, the way of holding the meeting, the matters to be considered, the qualifications of the participants, the stock registration date of the shareholders entitled to attend the meeting, their right to entrust agents to attend and vote at the meeting, and the registration method of the on-site meeting, It is published in China Securities Journal, securities times and cninfo.com in the form of announcement.
The general meeting of shareholders was held as scheduled at 15:00 p.m. on April 22, 2022. The actual time, place, method and content of the meeting are consistent with the contents of the announcement.
Upon the review of the lawyers of the firm, the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association of the company.
2、 On the qualifications of the convener and attendees of the general meeting of shareholders
1. Convener of this meeting
The convener of this general meeting of shareholders is the board of directors of the company.
2. Shareholders attending the on-site meeting
A total of [5] shareholders, shareholders’ representatives and entrusted agents attended the company’s general meeting on site, and the number of representative shares was [335028578], accounting for [573885]% of the company’s total voting shares. All shareholders present at this shareholders’ meeting of the company hold relevant shareholding certificates, and all entrusted agents hold written power of attorney.
3. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of people participating in online voting at this general meeting of shareholders is [198], and the number of representative shares is [19197269], accounting for [3.2884]% of the total voting shares of the company. The identity of shareholders voting through the online voting system has been verified by the trading system of Shenzhen Stock Exchange.
4. Other personnel attending the meeting as nonvoting delegates
Other persons attending the shareholders’ meeting as nonvoting delegates are the company’s directors, supervisors, Secretary of the board of directors, other senior managers and witness lawyers.
According to the examination of our lawyers, the qualifications of the convener of the general meeting of shareholders and the personnel attending or attending the general meeting of shareholders as nonvoting delegates comply with the provisions of laws, regulations, normative documents and the articles of association of the company, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting considered the following proposals listed in the announcement:
1. Review the proposal on the application of publishing group to change the “performance period of commitment to avoid and solve horizontal competition”.
The company’s announcement (Announcement No.: 202222) determines that the adoption of the above proposal shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders shall withdraw from voting.
According to relevant regulations, the company will separately count and disclose the votes of small and medium-sized investors on the above proposals. The general meeting of shareholders was conducted by combining on-site open voting and online voting, and the on-site open voting was counted and monitored according to the procedures specified in the articles of association, and the voting results were announced on the spot.
After witnessing, our lawyer confirmed the voting results as follows:
1. Proposal on the application of publishing group to change the “performance period of commitment to avoid and solve horizontal competition”.
Total voting:
Agree to [25459594] shares, accounting for [603206] of the total effective voting shares of non affiliated shareholders attending the meeting; Against [16586766] shares, accounting for [392985]% of the total number of valid voting shares of non affiliated shareholders attending the meeting; Abstained [160800] shares (including [0] shares by default due to non voting), accounting for [0.3810]% of the total effective voting shares of non affiliated shareholders attending the meeting.
Voting of minority shareholders:
Agreed to [25459594] shares, accounting for [603206] of the shares held by minority shareholders attending the meeting; Against [16586766] shares, accounting for [392985]% of the shares held by minority shareholders attending the meeting; Abstained [160800] shares (including [0] shares by default due to non voting), accounting for [0.3810]% of the shares held by minority shareholders attending the meeting. Voting result: No.
The minutes of the meeting shall be signed by the chairman of the meeting, the directors of the company attending the shareholders’ meeting and the Secretary of the board of directors. Upon the examination of the lawyers of the firm, the voting procedures and voting results of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association of the company, which are legal and effective.
4、 Conclusion
To sum up, our lawyers believe that the convening and convening procedures, conveners, qualifications of personnel attending or attending the shareholders’ meeting, voting procedures and voting results of the shareholders’ meeting of the company are in line with the provisions of laws, regulations, normative documents and the articles of association of the company, and are legal and effective.
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[there is no text on this page, which is the signature and seal page of Guangdong legal Shengbang law firm on the supplementary legal opinion on the witness of the second extraordinary general meeting of shareholders in Guangdong Guanghong Holdings Co.Ltd(000529) 2022]
Principal: Wu Xiang witness lawyer: Zhang Xihai witness lawyer: Chen Bicheng April 24, 2022
