Beijing Jindu (Guangzhou) law firm
About Guangdong Dongpeng Holdings Co.Ltd(003012)
Legal opinion of the second 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) of China Securities Regulatory Commission and other domestic laws 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), the current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the current effective Guangdong Dongpeng Holdings Co.Ltd(003012) articles of Association (hereinafter referred to as the articles of association) appoint lawyer Hu Yizhou Lawyer Tian Yaqian (hereinafter referred to as our lawyer) attended the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as this 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 April 27, 2022, and issued this legal opinion on relevant matters of this 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 rules of procedure of Guangdong Dongpeng Holdings Co.Ltd(003012) general meeting of shareholders (hereinafter referred to as the rules of procedure of the general meeting of shareholders);
3. The company was published in China Securities Journal and cninfo.com on April 6, 2022（ http://www.cn.info.com.cn. ）And the announcement on the resolution of the 13th 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 was published in China Securities Journal, cninfo.com and Shenzhen Stock Exchange on April 6, 2022
Announcement on the resolution of the 12th meeting of Guangdong Dongpeng Holdings Co.Ltd(003012) the 4th board of supervisors on the website;
5. The notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the second extraordinary general meeting of shareholders in 2022 published in China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 12, 2022;
6. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
7. Registration records and certificate 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 the personnel attending the general meeting of shareholders, the qualifications of the convener and the 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 this shareholders’ meeting 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, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued at this shareholders’ meeting are legal and accurate, and there are no false records, misleading statements or major omissions, and they shall 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, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with 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 this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 6, 2022, the 13th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the general meeting of shareholders of the company, and decided to convene the second extraordinary general meeting of shareholders of the company in 2022 on April 27, 2022.
On April 12, 2022, the company published the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the second extraordinary general meeting of shareholders in 2022 in the form of announcement on 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 this 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 April 27, 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 April 27, 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 April 27, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on April 27, 2022.
According to the verification of the lawyers of the firm, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the second extraordinary general meeting of shareholders in 2022 and the matters submitted to the meeting for deliberation.
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、 Qualification of personnel and convener attending the general meeting of shareholders
(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 10 shareholders and shareholders’ agents attending the company’s general meeting, representing 816484778 voting shares, accounting for 691463% 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 5 shareholders participating in the online voting of the general meeting of shareholders, representing 84800 voting shares, accounting for 0.0072% of the total voting shares of the company.
Among them, there are 10 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 140257700 voting shares, accounting for 118781% of the total voting shares of the company.
To sum up, the total number of shareholders attending the general meeting of shareholders is 15, representing 816569578 voting shares, accounting for 691535% of the total voting shares of the company (as of the equity registration date, the total share capital of the company is 119066000 shares, including 9852474 shares in the company’s special repurchase account. These repurchased shares do not enjoy voting rights, so the total number of voting shares enjoyed by the general meeting of shareholders is 1180807526 shares).
In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending the shareholders’ meeting also included all directors, supervisors and Secretary of the board of directors of the company, as well as lawyers Hu Yizhou and Tian Yaqian of the firm. All senior managers of the company attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
Under the premise that the qualification of the shareholders’ meeting and the online voting system provided by the shareholders’ meeting can not be verified by the lawyers in accordance with the laws and regulations of the company, and the qualification of the shareholders’ meeting to participate in the online voting system is in conformity with the laws and regulations of the shareholders’ meeting The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The proposal deliberated at this general meeting of shareholders is consistent with the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the second extraordinary general meeting of shareholders in 2022, and there is no amendment to the original proposal or addition of new proposals.
This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ 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 host of the meeting 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 company’s stock option incentive plan (Draft) in 2022 and its summary are as follows:
816521078 shares were approved, accounting for 999941% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 48500 shares, accounting for 0.0059% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Related shareholders have avoided voting.
Among them, the voting situation of small and medium-sized investors is that they agree to 140209200 shares, accounting for 999654% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 48500 shares, accounting for 0.0346% 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.
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 shareholders and shareholders’ agents attending the general meeting of shareholders.
2. The voting results of the proposal on the management measures for the implementation and evaluation of the company’s stock option incentive plan in 2022 are as follows:
816521078 shares were approved, accounting for 999941% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 48500 shares, accounting for 0.0059% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Related shareholders have avoided voting.
Among them, the voting situation of small and medium-sized investors is that they agree to 140209200 shares, accounting for 999654% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 48500 shares, accounting for 0.0346% 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. 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 shareholders and shareholders’ agents attending the general meeting of shareholders.
3. The voting results of the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s equity incentive in 2022 are as follows:
816521078 shares were approved, accounting for 999941% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 48500 shares, accounting for 0.0059% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Related shareholders have avoided voting.
Among them, the voting situation of small and medium-sized investors is that they agree to 140209200 shares, accounting for 999654% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 48500 shares, accounting for the representatives of small and medium-sized investors and agents of small and medium-sized investors attending the meeting
