Jiangxi Huabang law firm
About Jiangxi Zhengbang Technology Co.Ltd(002157)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangxi Zhengbang Technology Co.Ltd(002157)
In accordance with the relevant provisions of 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") and the Jiangxi Zhengbang Technology Co.Ltd(002157) articles of Association (hereinafter referred to as the "articles of association"), Entrusted by Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as "the company"), Jiangxi Huabang law firm (hereinafter referred to as "the firm") appointed lawyer Yang Ailin and lawyer Lei Meng (hereinafter referred to as "the firm's lawyer") to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") and issued this legal opinion for the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the original or copies of relevant documents provided by the company for convening this general meeting of shareholders, including (but not limited to) relevant announcements of the company for convening this general meeting of shareholders, various agendas and relevant resolutions of the company's general meeting of shareholders, and listened to the statements and explanations of the company on relevant facts.
In accordance with the relevant provisions of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the convening and convening of the company's general meeting of shareholders and other legal matters:
1、 Convening and convening procedures of the general meeting of shareholders
The shareholders\' meeting was convened by the board of directors of the company in accordance with the resolution of the 34th meeting of the sixth board of directors held on December 27, 2021. The company published the notice on convening the first extraordinary shareholders\' meeting in 2022 (hereinafter referred to as the "meeting notice") on cninfo.com and the official website of Shenzhen Stock Exchange on December 28, 2021, The time, venue, deliberation matters, personnel entitled to attend the general meeting and other relevant matters (including online voting matters) of the general meeting of shareholders shall be announced. After verification, the general meeting of shareholders was convened by the board of directors of the company, and the chairman Mr. Lin Feng presided over the meeting; The time, place and content of the shareholders\' meeting are consistent with the relevant meeting notices. The general meeting of shareholders was held by combining on-site voting and online voting, in which online voting was conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Convener qualification
The convener of this shareholders' meeting is the board of directors of the company.
The lawyers of the firm believe that the convener of the general meeting of shareholders meets the convener qualification specified in relevant laws and regulations, normative documents and the articles of association.
3、 Qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders' meeting, the persons entitled to attend the shareholders' meeting are all ordinary shareholders holding the company's shares registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the afternoon of January 6, 2022, or their entrusted agents, directors, supervisors Senior management and witness lawyers employed by the company.
(I) shareholders or proxies attending the general meeting of shareholders
A total of 29 shareholders and their proxies attended the on-site meeting and online voting. The total number of voting shares held by the company on behalf of the company was 1482820010 shares, accounting for 47.7123% of the total number of voting shares of the company, including:
1. According to the identity certificates, power of attorney certificates and relevant materials of shareholder registration of shareholders and their agents attending the meeting, there are 6 shareholders and their authorized representatives attending the on-site meeting of the general meeting of shareholders, and the total number of voting shares representing the company is 1447812704, accounting for 46.5859% of the total number of voting shares of the company.
2. According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 23 shareholders participating in the online voting, and the total number of voting shares representing the company is 35007306, accounting for 1.1264% of the total number of voting shares of the company. The identity of the above shareholders who vote through online voting shall be verified by the identity verification institution of Shenzhen Stock Exchange.
3. A total of 26 small and medium-sized investors and agents participated in the general meeting of shareholders through on-site and network, and the total number of voting shares represented was 45538537, accounting for 1.4653% of the total shares of the company.
(II) other personnel attending the general meeting of shareholders
Directors, supervisors, senior managers and lawyers of the firm attended the meeting.
Our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of relevant laws and regulations, normative documents and the articles of association.
4、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company's general meeting of shareholders fall within the scope of powers of the company's general meeting of shareholders, and are consistent with the deliberative matters listed in the notice of convening the general meeting of shareholders; There was no amendment to the proposal during the deliberation of the shareholders' meeting.
5、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberations of the shareholders' meeting, the shareholders' meeting adopts the combination of on-site open voting and online voting. For the proposals involving the interests of small and medium-sized investors, the shareholders' meeting adopts the separate vote counting of small and medium-sized investors. Items 1 and 3 discussed at this general meeting are related proposals; Items 2 and 5 are special voting matters.
According to the statistical voting results, the voting of the proposals submitted at this meeting is as follows:
1. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted;
Voting results:
214942357 shares were approved, accounting for 99.8919% of the total number of valid voting shares attending the general meeting of shareholders; 229099 opposed shares, accounting for 0.1065% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0016% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
45305938 shares were approved, accounting for 99.4892% of the shares held by minority shareholders attending the meeting; Against 229099 shares, accounting for 0.5031% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
2. The proposal on the prediction of external guarantee amount in 2022 was deliberated and adopted;
Voting results:
1460358275 shares were approved, accounting for 98.4852% of the total number of valid voting shares attending the general meeting of shareholders; 22458235 shares opposed, accounting for 1.5146% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
Approved 23076802 shares, accounting for 50.6753% of the shares held by minority shareholders attending the meeting; Against 22458235 shares, accounting for 49.3170% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
3. The proposal on borrowing from controlling shareholders and persons acting in concert and related party transactions in 2022 was deliberated and adopted;
Voting results:
211878769 shares were approved, accounting for 98.4681% of the total number of valid voting shares attending the general meeting of shareholders; 3292687 opposed shares, accounting for 1.5302% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0016% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
4224350 shares were approved, accounting for 92.7618% of the shares held by minority shareholders attending the meeting; 3292687 opposed shares, accounting for 7.2306% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
4. The proposal on the total amount and authorization of the company's loans to banks and other financial institutions in 2022 was reviewed and approved;
Voting results:
1464219730 shares were approved, accounting for 98.7456% of the total number of valid voting shares attending the general meeting of shareholders; 18596780 opposed shares, accounting for 1.2542% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
26938257 shares were approved, accounting for 59.1549% of the shares held by minority shareholders attending the meeting; Against 18596780 shares, accounting for 40.8375% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
5. The proposal on repurchase and cancellation of some restricted shares in 2019 was deliberated and adopted;
Voting results:
1482589211 shares were approved, accounting for 99.9844% of the total number of valid voting shares attending the general meeting of shareholders; 227299 opposed shares, accounting for 0.0153% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
45307738 shares were approved, accounting for 99.4932% of the shares held by minority shareholders attending the meeting; 227299 shares were opposed, accounting for 0.4991% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
6. The proposal on by election of Mr. Li Zhixuan as a non independent director was deliberated and adopted;
Voting results:
1463665243 shares were approved, accounting for 98.7082% of the total number of valid voting shares attending the general meeting of shareholders; 19151267 opposed shares, accounting for 1.2915% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
26383770 shares were approved, accounting for 57.9372% of the shares held by minority shareholders attending the meeting; Against 19151267 shares, accounting for 42.0551% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
7. The proposal on by election of Mr. Cao Xiaoqiu as an independent director was deliberated and adopted.
Voting results:
1482281311 shares were approved, accounting for 99.9637% of the total number of valid voting shares attending the general meeting of shareholders; 535199 opposed shares, accounting for 0.0361% of the total number of valid voting shares attending the general meeting of shareholders; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders:
44999838 shares were approved, accounting for 98.8170% of the shares held by minority shareholders attending the meeting; Against 535199 shares, accounting for 1.1753% of the shares held by minority shareholders attending the meeting; 3500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0077% of the shares held by minority shareholders attending the meeting.
The proposal has been considered and effectively adopted by the general meeting of shareholders.
After verification, our lawyers believe that the voting procedures and voting results of the general meeting of shareholders comply with relevant laws and regulations, normative documents and the articles of association, and the above-mentioned proposals adopted at the meeting are legal and effective. 6、 Concluding observations
To sum up, our lawyers believe that the convening, convening procedures, convener qualifications, meeting attendance qualifications, voting procedures, voting results and other matters of the company's general meeting of shareholders are in line with the provisions of the securities law, the company law, the rules and other relevant laws, regulations, normative documents and the articles of association. The resolutions of the general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Jiangxi Huabang law firm on the first extraordinary general meeting of shareholders in Jiangxi Zhengbang Technology Co.Ltd(002157) 2022)
Jiangxi Huabang law firm (seal) witness lawyer (signature):
Person in charge (signature):
Yang Ailin Yang Ailin
