24 / 31 / 41 / 42 / F, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24/31/41/42F, Tequbaoye Building, 6008 Shennan Avenue, Shenzhen, GuangdongP rov in ce 518034, China
Tel: (+ 86) (755) 83515666 Fax: (+ 86) (755) 83515333 website: http://www.grandall.com.cn. Email: [email protected].
Guohao law firm (Shenzhen)
About Souyute Group Co.Ltd(002503)
Of the 2021 annual general meeting
Legal opinion
GLG / s Z / A5 77 9 / F Y / 2 02 2-2 34 to: Souyute Group Co.Ltd(002503)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) accepted the entrustment of Souyute Group Co.Ltd(002503) (hereinafter referred to as “the company”) and appointed lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”). In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other laws, administrative regulations and normative documents, as well as the provisions of Souyute Group Co.Ltd(002503) articles of Association (hereinafter referred to as the “articles of association”), the convening and convening procedures, the qualifications of conveners and attendees of this general meeting of shareholders are hereby reviewed Issue legal opinions on voting procedures and voting results at the meeting.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion issued by the exchange 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 are based on their understanding of the facts and understanding of the law
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
The company held the third meeting of the sixth board of directors on April 28, 2022 and decided to hold the 2021 annual general meeting of shareholders on May 19, 2022.
The board of directors of the company published the notice of Souyute Group Co.Ltd(002503) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) on the designated information disclosure media of the company on April 29, 2022. The notice of the meeting specifies the convener of the general meeting of shareholders, the time and place of the meeting, the method of holding the meeting, the object of attendance, the matters to be considered, the registration method of attending the on-site meeting, the specific operation process of participating in online voting and other related matters, as well as the written description that “a proxy can be entrusted in writing to attend the meeting and vote, and the proxy need not be a shareholder of the company”.
(II) convening procedures of the general meeting of shareholders
The general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 1:00 p.m. on May 19, 2022 in the conference room on the first floor of Building 2, the headquarters of the company, No. 1, xinhongchang Road, Daojiao Town, Dongguan City. The chairman of the company was unable to attend the general meeting of shareholders due to work reasons. Through the joint recommendation of more than half of the directors, the general meeting of shareholders was presided over by director Lin Chaoqiang. Online voting time of this shareholders’ meeting: the voting time through the trading system of Shenzhen stock exchange 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 system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
After verification by the lawyers of the firm, the time, method and content of the notice of the general meeting of shareholders issued by the company comply with the provisions of laws, administrative regulations, normative documents and the articles of Association; The actual time, place and method of the shareholders’ meeting are consistent with those contained in the notice of the meeting.
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 relevant laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company.
(II) after verification by the lawyers of the exchange, the total number of shareholders and shareholders’ agents attending the general meeting of shareholders is 58, representing 826210478 voting shares of the company, accounting for 267085% of the total voting shares of the company.
1. According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of 15:00 p.m. on May 13, 2022, the lawyers of the firm checked the identity certificates and authorization documents of the shareholders and their agents attending the on-site meeting. There were 10 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, representing 569349283 shares with voting rights of the company, Accounting for 184051% of the total voting shares of the company.
2. The qualification of shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 48 shareholders voting through the online voting system within the effective time, representing 256861195 shares of the company with voting rights, accounting for 8.3034% of the total voting shares of the company.
(III) some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers of the company and lawyers of the firm attended the shareholders’ meeting as nonvoting delegates.
In conclusion, our lawyers believe that the convener and attendees of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the qualifications of the convener and attendees of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders will vote by combining on-site voting and online voting.
The shareholders attending the on-site meeting voted on the proposals listed in the meeting notice by open ballot. The online voting was conducted through the online voting system according to the time period determined in the meeting notice. After the online voting, Shenzhen Securities Information Co., Ltd. provided the online voting results to the company. The lawyers, shareholder representatives and supervisor representatives of the firm jointly monitored and counted the votes of on-site voting, combined and counted the voting results of on-site voting and online voting, and separately counted the voting results of small and medium-sized investors.
(II) voting results of the general meeting of shareholders
According to the combined statistical results of on-site voting and online voting, the voting of the proposal is as follows:
1. The annual report of the company for 2021 and the summary of the annual report of the company for 2021 were reviewed and approved. The voting results: 819537823 shares were agreed, accounting for 991924% of the total voting shares held by shareholders attending the meeting; Against 6638955 shares; 33700 shares waived.
Voting of small and medium-sized investors: 3767900 shares were agreed, accounting for 360891% of the total voting shares held by small and medium-sized investors attending the meeting; Against 6638955 shares; 33700 shares waived. 2. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 825576678 shares were approved, accounting for 999233% of the total voting shares held by shareholders attending the meeting; Against 630100 shares; 3700 shares waived.
Voting of small and medium-sized investors: 9806755 shares were approved, accounting for 939294% of the total voting shares held by small and medium-sized investors attending the meeting; Against 630100 shares; 3700 shares waived.
3. Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 824485978 shares were approved, accounting for 997913% of the total voting shares held by shareholders attending the meeting; Against 1720800 shares; 3700 shares waived.
Voting of small and medium-sized investors: 8716055 shares were agreed, accounting for 834827% of the total voting shares held by small and medium-sized investors attending the meeting; Against 1720800 shares; 3700 shares waived. 4. Reviewed and approved the 2021 annual internal control self evaluation report of the company
Voting results: 824202178 shares were approved, accounting for 997569% of the total voting shares held by shareholders attending the meeting; Oppose 1970600 shares; 37700 shares waived.
Voting of small and medium-sized investors: 8432255 shares were approved, accounting for 807644% of the total voting shares held by small and medium-sized investors attending the meeting; Oppose 1970600 shares; 37700 shares waived. 5. Deliberated and adopted the company’s 2021 annual financial statement report
Voting results: 819777123 shares were approved, accounting for 992213% of the total voting shares held by shareholders attending the meeting; Against 6399655 shares; 33700 shares waived.
Voting of small and medium-sized investors: 4007200 shares were agreed, accounting for 383811% of the total voting shares held by small and medium-sized investors attending the meeting; Against 6399655 shares; 33700 shares waived. 6. Reviewed and approved the company’s 2022 annual financial budget report
Voting results: 825774978 shares were approved, accounting for 999473% of the total voting shares held by shareholders attending the meeting; Against 431800 shares; 3700 shares waived.
Voting of small and medium-sized investors: 1 Hainan Jingliang Holdings Co.Ltd(000505) 5 shares were agreed, accounting for 958288% of the total voting shares held by small and medium-sized investors attending the meeting; Against 431800 shares; 3700 shares waived.
7. The 2021 profit distribution plan of the company was reviewed and approved
Voting results: 825544778 shares were approved, accounting for 999194% of the total voting shares held by shareholders attending the meeting; Against 662000 shares; 3700 shares waived.
Voting of small and medium-sized investors: 9774855 shares were approved, accounting for 936239% of the total voting shares held by small and medium-sized investors attending the meeting; Against 662000 shares; 3700 shares abstained.
8. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 825815478 shares were approved, accounting for 999522% of the total voting shares held by shareholders attending the meeting; Oppose 391300 shares; 3700 shares waived.
Voting of small and medium-sized investors: 10045555 shares were agreed, accounting for 962167% of the total voting shares held by small and medium-sized investors attending the meeting; Oppose 391300 shares; 3700 shares waived.
9. Deliberated and passed the proposal on the remuneration of directors and supervisors in 2022
Voting results: 824075278 shares were approved, accounting for 997416% of the total voting shares held by shareholders attending the meeting; Against 2101500 shares; 33700 shares waived.
Voting of small and medium-sized investors: 8305355 shares were approved, accounting for 795490% of the total voting shares held by small and medium-sized investors attending the meeting; Against 2101500 shares; 33700 shares waived. 10. The special report on the deposit and use of raised funds in 2021 was reviewed and approved. The voting results: 825542678 shares were agreed, accounting for 999192% of the total voting shares held by shareholders attending the meeting; Against 630100 shares; 37700 shares waived.
Voting of small and medium-sized investors: 9772755 shares were approved, accounting for 936038% of the total voting shares held by small and medium-sized investors attending the meeting; Against 630100 shares; 37700 shares waived. 11. Deliberated and passed the proposal on the outstanding losses reaching one third of the total paid in share capital. The voting results: 825752078 shares were agreed, accounting for the voting shares held by the shareholders attending the meeting
999445% of the total; Against 424700 shares; 33700 shares waived.
Voting of small and medium-sized investors: 9982155 shares were approved, accounting for 956094% of the total voting shares held by small and medium-sized investors attending the meeting; Against 424700 shares; 33700 shares waived. 12. The proposal on changing the purpose of repurchasing shares and canceling them was deliberated and adopted by special resolution
Voting results: 825813478 shares were approved, accounting for 999519% of the total voting shares held by shareholders attending the meeting; Against 393300 shares; Waiver 3700
