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Guohao law firm (Tianjin)
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Baiyang Investment Group Inc(002696)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Guo Hao Jin FA Yi Zi (2022) No. 002
To: Baiyang Investment Group Inc(002696)
According to the entrustment of Baiyang Investment Group Inc(002696) (hereinafter referred to as " Baiyang Investment Group Inc(002696) " or "the company"), Guohao law firm (Tianjin) Co., Ltd. (hereinafter referred to as "the firm") has made a detailed discussion on the convening and convening procedures, the qualifications of conveners and attendees involved in the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), the proposals of the general meeting of shareholders Express legal opinions on voting procedures, voting results and other related issues.
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), the measures for the administration of securities legal business of law firms and the Baiyang Investment Group Inc(002696) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company's shareholders' meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
This legal opinion is only for the purpose of witnessing the shareholders' meeting and shall not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of the company's general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
1. The shareholders' meeting was convened by the board of directors of the company and decided to be convened at the 14th meeting of the Fifth Board of directors held on December 27, 2021. On December 28, 2021, the company published in the securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The notice of convening the meeting was announced at the meeting.
The notice of the meeting specifies the time, place and participants of the general meeting of shareholders, and explains that shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, as well as the equity registration date, registration method, contact address and contact person of shareholders who have the right to attend the meeting; At the same time, the notice fully disclosed the topics of the shareholders' meeting.
2. The general meeting of shareholders is held by on-site voting and online voting.
3. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Thursday, January 13, 2022 in the conference room of the company at No. 9, Gaoxin Fourth Road, Nanning high tech Development Zone, Guangxi. The meeting was presided over by Mr. Wang Jianhui, chairman of the company.
4. The online voting time of the general meeting of shareholders is January 13, 2022. Among them, the specific time of online voting through the system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on January 13, 2022.
According to the verification of our lawyers, the board of directors of the company has convened this general meeting of shareholders in accordance with the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and has fully disclosed the contents of the proposals deliberated at this general meeting. The time of this general meeting The place and contents of the meeting shall be consistent with the relevant contents specified in the meeting notice.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders and the qualification of the convener comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. Qualification of convener of this general meeting of shareholders
Upon the verification of the lawyers of the firm, the 14th meeting of the 5th board of directors of the company decided to convene the general meeting of shareholders. The 5th board of directors of the company is the convener of the general meeting of shareholders and is qualified to convene the general meeting of shareholders.
2. Qualifications of attendees of 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 who hold the company's shares registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their entrusted agents, directors, supervisors, and directors of the company as of the closing of the afternoon of January 5, 2022 Senior management and witness lawyers employed by the company.
According to the identity certificates, power of attorney and relevant materials of shareholder registration of shareholders and shareholder agents attending the meeting, there is a total of one shareholder and shareholder agent attending the meeting, representing 41612820 shares, accounting for 12.0142% of the total voting shares of the company.
According to the online voting results provided by Shenzhen Securities Information Co., Ltd. after the online voting of the general meeting of shareholders, during the online voting time, a total of 6 shareholders effectively voted through the online voting system, representing 4558991 shares, accounting for 1.3162% of the total voting shares of the company.
The total number of shareholders and shareholders' agents attending the shareholders' meeting on site and through the Internet is 7, representing 46171811 shares of the company, accounting for 13.3305% of the total voting shares of the company. Among them, there are 6 small and medium-sized investors (shareholders holding more than 5% of the company's shares and their persons acting in concert, as well as other shareholders other than shareholders holding the positions of directors, supervisors and senior managers of the company, the same below) who participate in the general meeting of shareholders through on-site and online, with 4558991 shares owned and represented, accounting for 1.3162% of the total voting shares of the company.
Other persons attending or attending the general meeting of shareholders as nonvoting delegates are directors, supervisors and senior managers of the company. Lawyers of the firm attended the meeting by means of communication.
Upon verification by the lawyers of the exchange, the shareholders, shareholders' agents and other personnel attending the general meeting of shareholders 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, and such shareholders, shareholders' agents and other personnel are qualified to attend the general meeting of shareholders.
The qualifications of the attendees of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders' meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. After the on-site voting, the shareholders' meeting counted and monitored the votes according to the procedures specified in the articles of association and the rules of procedure of the shareholders' meeting, and counted the voting results. Online voting is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. Shenzhen Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting, and counted the votes of small and medium-sized investors separately, forming the final voting result of the general meeting of shareholders.
Proposal: proposal on the forecast of daily connected transactions in 2022
The proposal shall be voted by unrelated shareholders present at the meeting.
Voting: 46004111 shares were approved, accounting for 99.6368% of the total number of valid voting shares held by shareholders attending the meeting; Against 167700 shares, accounting for 0.3632% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors attending the meeting: 4391291 shares were agreed, accounting for 96.3216% of the voting rights held by small and medium-sized investors attending the meeting; Against 167700 shares, accounting for 3.6784% of the voting rights held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting rights held by small and medium-sized investors attending the meeting. The motion was passed.
The proposals considered at the general meeting of shareholders were counted separately for small and medium-sized investors, and there were no proposals involving the participation of preferred shareholders in voting.
Upon the inspection of the lawyers of the exchange, the matters considered at the shareholders' meeting are consistent with those listed in the notice of the meeting, and there is no case of considering the matters not listed in the announcement. The lawyers of the firm believe that the voting procedures and results of the 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.
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 voting procedures and results of this general meeting of shareholders are legal and valid.
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Handling lawyer of Guohao law firm (Tianjin):
Fan Xiaodong
Handling lawyer:
Xiao Fei Wu
person in charge:
Liang Shuang
January 13, 2022
