Du Jin (Shenzhen) law firm
About Sangfor Technologies Inc(300454)
2021 annual general meeting
Legal opinion
To: Sangfor Technologies Inc(300454)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as "the firm") accepts the entrustment of Sangfor Technologies Inc(300454) (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") and 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) and other laws, administrative regulations, rules, normative documents and relevant provisions of the articles of association in force in the people's Republic of China (hereinafter referred to as "within China" for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan), A lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, and issued this legal opinion on relevant matters of the 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 Sangfor Technologies Inc(300454) articles of Association (hereinafter referred to as the articles of association) approved by the first extraordinary general meeting of shareholders in 2021;
2. The company published on cninfo.com on April 20, 2022（ http://www.cn.info.com.cn./new/index , the same below) and the website of Shenzhen Stock Exchange（ https://www.szse.cn./index/index.html , the same below) the announcement of the resolution of the 37th meeting of the second board of directors of Sangfor Technologies Inc(300454) the announcement of the resolution of the 37th meeting of the second board of supervisors of Sangfor Technologies Inc(300454) the announcement of the resolution of the 37th meeting of the second board of supervisors, the independent opinions of Sangfor Technologies Inc(300454) independent directors on the matters considered at the 37th meeting of the second board of directors, and the prior approval opinions of Sangfor Technologies Inc(300454) independent directors on the matters related to the 37th meeting of the second board of directors, The announcement on the resolution of the 38th meeting of the second board of directors of Sangfor Technologies Inc(300454) the company, published on cninfo.com and the website of Shenzhen Stock Exchange on April 27, 2022, Announcements such as the announcement on the resolution of the 39th meeting of the Sangfor Technologies Inc(300454) second board of directors, the announcement on the resolution of the 39th meeting of the Sangfor Technologies Inc(300454) second board of supervisors and the independent opinions of Sangfor Technologies Inc(300454) independent directors on the matters considered at the 39th meeting of the second board of directors published on cninfo.com and the website of Shenzhen Stock Exchange on May 6, 2022;
3. The company published the notice of Sangfor Technologies Inc(300454) on convening the 2021 annual general meeting, the notice of Sangfor Technologies Inc(300454) on adding temporary proposals to the 2021 annual general meeting and the supplementary notice of convening the 2021 annual general meeting on cninfo.com and the website of Shenzhen Stock Exchange on April 27, 2022 and May 6, 2022 respectively (hereinafter referred to as the supplementary notice of the general meeting);
4. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
5. Registration records and voucher materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. 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 in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and 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 26, 2022, the 38th meeting of the second board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 18, 2022.
On April 27, 2022, the company published the notice of Sangfor Technologies Inc(300454) on convening the 2021 annual general meeting of shareholders in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
On May 6, 2022, the company held the 39th meeting of the second board of directors, The proposal on adjusting the company's plan for issuing convertible corporate bonds to unspecified objects, the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects (Revised Version) and the proposal on the demonstration and analysis report (Revised Version) of the company's issuance of convertible corporate bonds to unspecified objects were reviewed and approved Proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time, proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing convertible corporate bonds to unspecified objects, proposal on formulating the rules (Revised Draft) for the meeting of convertible corporate bondholders of the company The proposal on adjusting the validity period of the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects needs to be submitted to the general meeting of shareholders for deliberation and approval.
Mr. He Zhaoxi, the shareholder holding 20.27% of the company's shares, from the perspective of improving the company's decision-making efficiency, requested the company's board of directors to directly submit the above proposal in the form of interim proposal to the company's 2021 annual general meeting for deliberation.
On May 6, 2022, the company published Sangfor Technologies Inc(300454) the announcement on adding temporary proposals to the 2021 annual general meeting and the supplementary notice on convening the 2021 annual general meeting in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC. (II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Wednesday, May 18, 2022 in the conference room on the first floor of Vienna International Hotel (Shenzhen North Railway Station Store), No. 2 Zhiyuan Middle Road, Longhua District, Shenzhen, Guangdong Province. The on-site meeting was presided over by he Zhaoxi, chairman of the company.
3. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 18, 2022 to 15:00 p.m. on May 18, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the supplementary notice of the shareholders' meeting 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
The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate of corporate shareholders attending the general meeting of shareholders, the certificate of legal representative or power of attorney, as well as the shareholding certificates and personal identity certificates of natural person shareholders attending the general meeting of shareholders, and confirmed that there were 12 shareholders attending the general meeting of shareholders of the company, representing 194256505 shares with voting rights, Accounting for 468505% 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., 11 shareholders participated in the online voting of the general meeting of shareholders, representing 26379341 voting shares, accounting for 6.3621% of the total voting shares of the company.
Among them, there are 20 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 29691846 voting shares, accounting for 7.1610% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 23, representing 220635846 voting shares, accounting for 532127% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the on-site meeting of the general meeting of shareholders also included some directors, supervisors and Secretary of the board of directors of the company, other senior managers and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with laws, administrative regulations 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
1. The content of the proposal considered at this shareholders' meeting is consistent with the supplementary notice of shareholders' meeting, and there is no situation of modifying the original proposal or adding new proposals.
2. 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. 3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the 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 the statistical data files of online voting.
4. The chairman 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 company's 2021 annual report and its summary are as follows:
220536193 shares were approved, accounting for 999548% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 89353 opposed shares, accounting for 0.0405% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; 10300 shares were abstained, accounting for 0.0047% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 29592193 shares are agreed, accounting for 996644% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 89353 shares were opposed, accounting for 0.3009% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 10300 shares were abstained, accounting for 0.0347% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the 2021 annual report of the board of directors are as follows:
220625246 shares were approved, accounting for% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting
