Beijing Jindu (Guangzhou) law firm
About Guangdong Dongpeng Holdings Co.Ltd(003012) 2021 annual general meeting of shareholders
Legal opinion
To: Guangdong Dongpeng Holdings Co.Ltd(003012)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) is entrusted by Guangdong Dongpeng Holdings Co.Ltd(003012) (hereinafter referred to as the company), and 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 (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations, rules and normative documents in force in the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the relevant provisions of the articles of association in force, 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 19, 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 current effective Guangdong Dongpeng Holdings Co.Ltd(003012) articles of Association (hereinafter referred to as the articles of association);
2. The company was published in China Securities Journal and cninfo.com on April 29, 2022（ http://www.cn.info.com.cn. ）And the announcement on the resolution of the 14th meeting of the 4th board of directors of Guangdong Guangdong Dongpeng Holdings Co.Ltd(003012) Co., Ltd. on the website of Shenzhen Stock Exchange;
3. The announcement on the resolution of the 13th meeting of the Fourth Board of supervisors of Guangdong Dongpeng Holdings Co.Ltd(003012) the company published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
4. The notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual general meeting of shareholders published in China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
5. On May 6, 2022, the company published the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual general meeting and the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual general meeting on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange
(corrected).
6. The annual report of Guangdong Dongpeng Holdings Co.Ltd(003012) 2021 published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
7. The summary of Guangdong Dongpeng Holdings Co.Ltd(003012) 2021 annual report published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
8. The announcement of Guangdong Dongpeng Holdings Co.Ltd(003012) on the profit distribution plan of 2021 published in China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
9. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
10. Registration records and vouchers of shareholders, directors, supervisors, Secretary of the board of directors and senior managers attending the on-site meeting;
11. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
12. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
13. 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 27, 2022, the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted at the 14th meeting of the Fourth Board of directors of the company, and it was decided to convene the 2021 annual general meeting of shareholders on May 19, 2022.
On April 29, 2022, the company published the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock exchange.
On May 6, 2022, the company published the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on the notice of convening the 2021 annual general meeting and the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on the notice of convening the 2021 annual general meeting in the form of announcement on the information disclosure media designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange (after correction).
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 19, 2022 in the conference room on the 19th floor of Dongpeng headquarters building, 127 Jihua West Road, Chancheng District, Foshan City, Guangdong Province. Mr. He Xinming, chairman of the company, presided over the meeting online.
3. The time for online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange is May 19, 2022. Among them, the time for voting through the voting platform of Shenzhen stock exchange system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The voting time through the Internet voting platform of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual shareholders’ meeting (corrected) 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
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate and power of attorney of the legal person shareholders attending the shareholders’ meeting, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, and confirmed that there were 12 shareholders and shareholders’ agents attending the company’s shareholders’ meeting on site, Representing 857311478 voting shares, accounting for 726982% 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., there are 4 shareholders participating in the online voting of the general meeting of shareholders, representing 299900 voting shares, accounting for 0.0254% of the total voting shares of the company.
Among them, there are 10 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 14934200 voting shares, accounting for 126639% of the total voting shares of the company.
To sum up, the total number of shareholders attending the general meeting of shareholders is 16, representing 857611378 shares with voting rights, accounting for 727236% of the total number of voting shares of the company (as of the equity registration date, the total share capital of the company is 119066000 shares, including 11384942 shares in the company’s special repurchase account. These repurchased shares do not enjoy voting rights, so the total number of voting shares enjoyed at the general meeting of shareholders is 1179275058 shares).
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors and Secretary of the board of directors of the company, lawyers Lai Jianglin and Hu Yizhou of the Institute, Mr. He Xinming, chairman of the company, Mr. Sun qianxiansheng and Mr. Luo Weiman, independent directors of the company, who did not attend the shareholders’ meeting on site due to being away from home, and attended the shareholders’ meeting online; All senior managers of the company 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 organization provided by the online voting system. Our lawyers 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 Provisions of the articles of association and the rules of the company.
(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 proposal deliberated at this general meeting of shareholders is consistent with the notice of Guangdong Dongpeng Holdings Co.Ltd(003012) on convening the 2021 annual general meeting of shareholders (after correction), and there is no amendment to the original proposal or addition of 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 online voting system or Internet voting platform of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data documents 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 proposal on the work report of the board of directors in 2021 are as follows:
857599278 shares were approved, accounting for 999986% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 900 opposed shares, accounting for 0.0001% of the total voting shares of shareholders and proxy representatives attending the meeting; 11200 shares abstained, accounting for 0.0013% 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 that they agree to 149330100 shares, accounting for 999919% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 900 shares, accounting for 0.0006% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 11200 shares were abstained, accounting for 0.0075% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal has been effectively voted and passed by shareholders and their proxies attending the general meeting of shareholders.
2. The voting results of the proposal on the work report of the board of supervisors in 2021 are as follows:
857599278 shares were approved, accounting for 999986% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 900 opposed shares, accounting for 0.0001% of the total voting shares of shareholders and proxy representatives attending the meeting; 11200 shares abstained, accounting for 0.0013% 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 that they agree to 149330100 shares, accounting for 999919% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 900 shares
