Legal opinion of Beijing Zhonglun (Guangzhou) law firm on Guangdong Nedfon Air System Co.Ltd(301043) 2021 annual general meeting of shareholders
May, 2002
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Beijing Zhonglun (Guangzhou) law firm
About Guangdong Nedfon Air System Co.Ltd(301043)
Legal opinion of 2021 annual general meeting
To: Guangdong Nedfon Air System Co.Ltd(301043)
According to the requirements of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) issued by the China Securities Regulatory Commission, Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as “the exchange”) accepts the entrustment of Guangdong Nedfon Air System Co.Ltd(301043) (hereinafter referred to as ” Guangdong Nedfon Air System Co.Ltd(301043) ” or “the company”), Appoint a lawyer (hereinafter referred to as the “lawyer”) to attend the Guangdong Nedfon Air System Co.Ltd(301043) 2021 annual general meeting of shareholders (hereinafter referred to as the “general meeting of shareholders”) and give legal opinions on important matters such as the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners, voting procedures and voting results.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
1、 Convening and convening of this general meeting of shareholders
（1） Convening of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of Guangdong Nedfon Air System Co.Ltd(301043) in accordance with the resolution of the ninth meeting of the second board of directors held on April 25, 2022. The board of directors of Guangdong Nedfon Air System Co.Ltd(301043) issued the notice of Guangdong Nedfon Air System Co.Ltd(301043) on convening the 2021 annual shareholders’ meeting on cninfo.com and other relevant media on April 27, 2022, announcing the time and place of the shareholders’ meeting, the matters to be considered at the meeting Qualification of participants, registration items and other related matters.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders are in line with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law, the rules of the general meeting of shareholders, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the detailed rules for the implementation of online voting) and the relevant provisions of Guangdong Nedfon Air System Co.Ltd(301043) articles of association.
（2） Convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting in accordance with relevant regulations. The on-site meeting of the general meeting of shareholders was held in the conference room of the company at 14:30 on May 18, 2022. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022 Guangdong Nedfon Air System Co.Ltd(301043) directors, supervisors and Secretary of the board of directors attended the general meeting of shareholders, and non directors and senior managers attended the general meeting of shareholders as nonvoting delegates.
Our lawyers believe that the convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the detailed rules for the implementation of online voting and the Guangdong Nedfon Air System Co.Ltd(301043) articles of association.
2、 There was no amendment to the original proposal or new proposal at this meeting.
3、 Qualifications of personnel attending the general meeting of shareholders
（1） Guangdong Nedfon Air System Co.Ltd(301043) the board of directors and our lawyers jointly verified the legitimacy of the shareholder qualification according to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, and registered the names (or names) of the shareholders attending the on-site meeting of the general meeting of shareholders and the number of voting shares held by them.
Verified and registered: a total of 4 shareholders (including shareholders’ agents) attended the on-site meeting of the general meeting of shareholders, all of whom were Guangdong Nedfon Air System Co.Ltd(301043) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of trading on Shenzhen Stock Exchange on May 11, 2022. The total number of shares held and represented by these shareholders was 50000000, accounting for 735294% of the total number of Guangdong Nedfon Air System Co.Ltd(301043) shares.
Directors, supervisors and the Secretary of the board of directors also attended the on-site meeting of the general meeting of shareholders.
（2） According to the information provided by Shenzhen Securities Information Co., Ltd., a total of 11 shareholders voted through online voting within the effective time, representing 1030600 shares, accounting for 1.5156% of the total Guangdong Nedfon Air System Co.Ltd(301043) shares.
The legitimacy of the above qualifications of shareholders participating in online voting has been verified by Shenzhen Securities Information Co., Ltd. Since our lawyers are unable to verify the qualification of online voting shareholders, on the premise that the qualification of shareholders participating in online voting complies with laws, administrative regulations, normative provisions and Guangdong Nedfon Air System Co.Ltd(301043) articles of association, relevant shareholders attending the meeting are qualified.
The lawyers of the firm believe that the qualifications of the personnel and conveners attending the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the detailed rules for the implementation of online voting and the Guangdong Nedfon Air System Co.Ltd(301043) articles of association.
4、 Voting procedures and results of this general meeting of shareholders
（1） Voting procedure
1. On site meeting voting procedure
The on-site meeting of the shareholders’ meeting voted on the proposals considered by open ballot. During the voting, two shareholders’ representatives, supervisors’ representatives and our lawyers counted and supervised the votes in accordance with the provisions of the company law, the rules of the shareholders’ meeting and Guangdong Nedfon Air System Co.Ltd(301043) articles of association. The voting results of the general meeting of shareholders were announced on the spot.
2. Online voting procedure
Guangdong Nedfon Air System Co.Ltd(301043) provide shareholders with online voting platform through the trading system of Shenzhen Stock Exchange and Internet voting system. Some shareholders exercised their voting rights through the trading system or Internet voting system of Shenzhen Stock Exchange within the effective time limit.
（2） Voting results
1. Deliberating the proposal on the work report of the board of directors in 2021
Total voting:
Agreed to 51010900 shares, accounting for 999614% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0376% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by all shareholders attending the meeting. The bill was passed. Total voting of minority shareholders:
Agreed to 1010900 shares, accounting for 980885% of the shares held by minority shareholders attending the meeting; Against 19200 shares, accounting for 1.8630% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0485% of the shares held by minority shareholders attending the meeting.
2. Review the proposal on the work report of the board of supervisors in 2021
Total voting:
51010900 shares were approved, accounting for 999614% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0376% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by all shareholders attending the meeting. The bill was passed.
Total voting of minority shareholders:
Agreed to 1010900 shares, accounting for 980885% of the shares held by minority shareholders attending the meeting; Against 19200 shares, accounting for 1.8630% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0485% of the shares held by minority shareholders attending the meeting.
3. Deliberating the proposal on the full text and summary of the 2021 Annual Report
Total voting:
Agreed to 51005600 shares, accounting for 999510% of the shares held by all shareholders attending the meeting; Against 24500 shares, accounting for 0.0480% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by all shareholders attending the meeting. The bill was passed.
Total voting of minority shareholders:
Agree to 1005600 shares, accounting for 975742% of the shares held by minority shareholders attending the meeting; Against 24500 shares, accounting for 2.3773% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0485% of the shares held by minority shareholders attending the meeting.
4. Deliberating the proposal on the financial final accounts report of 2021
Total voting:
51010900 shares were approved, accounting for 999614% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0376% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by all shareholders attending the meeting. The bill was passed.
Total voting of minority shareholders:
Agreed to 1010900 shares, accounting for 980885% of the shares held by minority shareholders attending the meeting; Against 19200 shares, accounting for 1.8630% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0485% of the shares held by minority shareholders attending the meeting.
5. Deliberating the proposal on the profit distribution plan for 2021
Total voting:
Agreed to 51001500 shares, accounting for 999430% of the shares held by all shareholders attending the meeting; Against 29100 shares, accounting for 0.0570% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting). The bill was passed.
Total voting of minority shareholders:
Agree to 1001500 shares, accounting for 971764% of the shares held by minority shareholders attending the meeting; Against 29100 shares, accounting for 2.8236% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting).
6. Deliberating the proposal on the renewal of the company’s accounting firm in 2022
Total voting:
51011400 shares, accounting for 999624% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0376% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting). The bill was passed.
Total voting of minority shareholders:
Agreed to 1011400 shares, accounting for 981370% of the shares held by minority shareholders attending the meeting; Against 19200 shares, accounting for 1.8630% of the shares held by minority shareholders attending the meeting; None of them abstained due to default voting.
7. Deliberating the proposal on applying for credit line from banks
Total voting:
51013700 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 16900 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting). The bill was passed.
Total voting of minority shareholders:
Agreed to 1013700 shares, accounting for 983602% of the shares held by minority shareholders attending the meeting; Against 16900 shares, accounting for 1.6398% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting).
8. General voting on the proposal on using some idle raised funds and self owned funds for cash management:
51011400 shares, accounting for 999624% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0376% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting). The bill was passed.
Total voting of minority shareholders:
1011400 shares were agreed, accounting for 981370% of the shares held by minority shareholders attending the meeting
