Beijing Tianyuan (Shenzhen) law firm
On Guangxi Liugong Machinery Co.Ltd(000528) 2021 annual general meeting of shareholders
Legal opinion
Jtgz (2022) No. 307 to: Guangxi Liugong Machinery Co.Ltd(000528)
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as "the company") the 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders") was held by combining on-site voting and online voting. The on-site meeting was held at room Guangxi Liugong Machinery Co.Ltd(000528) 106, No. 1 LiuTai Road, Liuzhou City, Guangxi at 14:30 p.m. on May 19, 2022. In order to combat the pneumonia epidemic caused by novel coronavirus nationwide, Beijing Tianyuan (Shenzhen) law firm (hereinafter referred to as "the firm") accepted the appointment of the company and assigned its lawyers to attend and witness the on-site meeting of the general meeting of shareholders by video, and in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the persons attending the on-site meeting, the qualifications of the convener, the voting procedures and the voting results of the meeting in accordance with the relevant provisions of 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 the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the "articles of association"). In order to issue this legal opinion, our lawyers reviewed the announcement on the resolution of the first meeting of the Guangxi Liugong Machinery Co.Ltd(000528) ninth board of directors, the announcement on the resolution of the second meeting of the Guangxi Liugong Machinery Co.Ltd(000528) ninth board of directors, the announcement on the resolution of the third meeting of the Guangxi Liugong Machinery Co.Ltd(000528) ninth board of supervisors The notice of Guangxi Liugong Machinery Co.Ltd(000528) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "notice on convening the general meeting of shareholders") and other documents and materials deemed necessary by our lawyers. At the same time, we examined the identity and qualification of shareholders attending the on-site meeting by video, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of 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 exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The ninth board of directors of the company held the third meeting on April 27, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through qualified media on April 29, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items and voting methods of convening the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held in Guangxi Liugong Machinery Co.Ltd(000528) 106 conference room, No. 1 LiuTai Road, Liuzhou City, Guangxi at 14:30 on May 19, 2022. The actual time and place of the meeting and the proposals deliberated at the meeting were consistent with the announcement contents of the notice on convening the general meeting of shareholders. The shareholders' meeting was presided over by Zeng Guangan, chairman of the company, and all the agenda of the meeting was completed. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is 9:15 to 9:25 a.m., 9:30 to 11:30 a.m. and 13:00 to 15:00 p.m. on May 19, 2022; The specific time for voting through the Internet voting system is from 9:15 a.m. to 15:00 p.m. on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of 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
A total of 42 shareholders and their proxies (including online voting) attended the company's general meeting of shareholders, holding 1028925059 voting shares of the company, accounting for 526299% of the total shares of the company, including: 1. According to the relevant materials provided by the shareholders attending the company's on-site meeting, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, A total of 14 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 789536082 voting shares of the company, accounting for 403851% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 28 shareholders participated in the online voting of the general meeting of shareholders, holding 239388977 voting shares of the company, accounting for 122448% of the total shares of the company.
A total of 29 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) who individually or jointly hold more than 5% of the company's shares (hereinafter referred to as "small and medium-sized investors"), representing 271120201 voting shares of the company, accounting for 138679% of the total shares of the company.
Due to the national need to combat the pneumonia epidemic caused by novel coronavirus infection, our lawyers attended and witnessed the shareholders' meeting by video.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the system of the stock exchange. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of Association, our lawyers believe that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with laws, administrative regulations Provisions of the articles of association and the rules of the company.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals put on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders' meeting are as follows:
(I) proposal on the work report of the board of directors in 2021
Voting: 1028551701 shares were approved, accounting for 999637% of the total voting shares held by all shareholders attending the meeting; Against 196000 shares, accounting for 0.0190% of the total voting shares held by all shareholders attending the meeting; 177358 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0172% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 270746843 shares were agreed, accounting for 998623% of the total voting shares held by small and medium-sized investors attending the meeting; Against 196000 shares, accounting for 0.0723% of the total voting shares held by small and medium-sized investors attending the meeting; 177358 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0654% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(II) proposal on the work report of the board of supervisors in 2021
Voting: 1028551701 shares were approved, accounting for 999637% of the total voting shares held by all shareholders attending the meeting; Against 181600 shares, accounting for 0.0176% of the total voting shares held by all shareholders attending the meeting; 191758 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0186% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 270746843 shares were agreed, accounting for 998623% of the total voting shares held by small and medium-sized investors attending the meeting; Against 181600 shares, accounting for 0.0670% of the total voting shares held by small and medium-sized investors attending the meeting; 191758 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0707% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(III) proposal on the full text and summary of the company's 2021 Annual Report
Voting: 1028551801 shares were approved, accounting for 999637% of the total voting shares held by all shareholders attending the meeting; Against 181500 shares, accounting for 0.0176% of the total voting shares held by all shareholders attending the meeting; 191758 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0186% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 270746943 shares were agreed, accounting for 998623% of the total voting shares held by small and medium-sized investors attending the meeting; Against 181500 shares, accounting for 0.0669% of the total voting shares held by small and medium-sized investors attending the meeting; 191758 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0707% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(IV) proposal on the company's profit distribution plan for 2021
Voting: 1028342028 shares were approved, accounting for 999433% of the total voting shares held by all shareholders attending the meeting; Against 474631 shares, accounting for 0.0461% of the total voting shares held by all shareholders attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0105% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 270537170 shares are agreed, accounting for 997850% of the total voting shares held by small and medium-sized investors attending the meeting; Against 474631 shares, accounting for 0.1751% of the total voting shares held by small and medium-sized investors attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0400% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(V) proposal on the company's business plan for 2022
Voting: 1028635159 shares were approved, accounting for 999718% of the total voting shares held by all shareholders attending the meeting; Against 181500 shares, accounting for 0.0176% of the total voting shares held by all shareholders attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0105% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: they agree to 270830301 shares, accounting for 998931% of the total voting shares held by small and medium-sized investors attending the meeting; Against 181500 shares, accounting for 0.0669% of the total voting shares held by small and medium-sized investors attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0400% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(VI) proposal on the company's 2022 financial budget
Voting: 1028635159 shares were approved, accounting for 999718% of the total voting shares held by all shareholders attending the meeting; Against 181500 shares, accounting for 0.0176% of the total voting shares held by all shareholders attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0105% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: they agree to 270830301 shares, accounting for 998931% of the total voting shares held by small and medium-sized investors attending the meeting; Against 181500 shares, accounting for 0.0669% of the total voting shares held by small and medium-sized investors attending the meeting; 108400 shares were abstained (including 14400 shares by default due to non voting), accounting for 0.0400% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
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