About Fujian Nebula Electronics.Ltd(300648)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
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About Fujian Nebula Electronics.Ltd(300648)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Mlfz [2022] No. 011 to: Fujian Nebula Electronics.Ltd(300648)
Fujian Zhili law firm (hereinafter referred to as the firm) has accepted the entrustment of Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the company) to appoint lawyers Cai Zhongshan and Chen Lusheng to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the meeting or the general meeting of shareholders), and in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the rules for the general meeting of shareholders of listed companies (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission, hereinafter referred to as the rules for the general meeting of shareholders of listed companies) The implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 517, hereinafter referred to as the implementation rules for online voting) and other relevant laws, regulations, normative documents and the provisions of the articles of Association issued legal opinions.
For this legal opinion, we hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by 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 firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2. The company shall review the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the 16th meeting of the third board of directors, the resolutions and announcements of the 10th meeting of the third board of supervisors, the notice on convening the first extraordinary general meeting in 2022, the company's register of shareholders on the equity registration date of the meeting, and Be responsible for the authenticity, integrity and effectiveness of the articles of association, etc.).
3. The authenticity and validity of the identity documents and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer of the firm is responsible for checking whether the name (or name) of the shareholders and their shareholding amount are consistent with the name (or name) of the shareholders registered in the register of shareholders of the company and their shareholding amount.
4. The operation of shareholders (or shareholders' agents) participating in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange shall be regarded as shareholders' own behavior, and shareholders shall bear all legal consequences. The qualification of shareholders who vote through the trading system and Internet voting system of Shenzhen Stock Exchange shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules for the general meeting of shareholders of listed companies, the lawyers of the exchange only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants of the meeting, the voting procedures and voting results of the meeting in this legal opinion, Our lawyers do not express opinions on the authenticity, accuracy and legitimacy of the contents of various proposals considered at this meeting and the facts or data involved.
6. The lawyer of the firm agrees that the board of directors of the company shall announce this legal opinion together with the resolution of the meeting.
Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 16th meeting of the third board of directors of the company made a resolution on convening this meeting on December 27, 2021, and the board of directors of the company respectively published in the securities times, China Securities News, Shanghai Securities News and Securities Daily on December 28, 2021 The notice on convening the first extraordinary general meeting of shareholders in 2022 was published on the websites of Shenzhen Stock Exchange and cninfo.
The meeting was held by combining on-site meeting and online voting. The on-site meeting of this meeting was held in the afternoon of January 14, 2022 in the first conference room of the company, No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province, presided over by Mr. Li Youcai, chairman of the company. The shareholders of the company shall vote online through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 14, 2022. The shareholders of the company shall vote online through the Internet voting system of Shenzhen Stock Exchange at any time from 9:15 a.m. to 15:00 p.m. on January 14, 2022.
Our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
（1） The meeting was convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
（2） On the qualifications of the participants in this meeting
1. A total of 13 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting of the general meeting of shareholders, representing 70467335 shares, accounting for 47.6827% of the total number of shares (147783896 shares) of the company. Among them: (1) there are 4 shareholders attending the on-site meeting, with 70024735 representative shares, accounting for 47.3832% of the total shares of the company; (2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, there are 9 shareholders participating in online voting, representing 442600 shares, accounting for 0.2995% of the total shares of the company; (3) There are 9 small and medium-sized investors attending the on-site meeting and online voting (referring to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below), representing 442600 shares, accounting for 0.2995% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. 2. Directors, supervisors, general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers of the company attended the meeting in person.
Our lawyers believe that the qualifications of the above participants are legal and valid.
3、 Voting procedures and results of this meeting
The meeting adopted the following resolutions one by one by a combination of on-site open voting and online voting:
（1） In the case that Mr. Li Youcai and Mr. Liu Zuobin avoided voting and the total number of shares held by them was 38906342, which was not included in the total number of valid votes, the proposal on the company's restricted stock incentive plan (Draft) in 2021 and its summary was deliberated and adopted by the unrelated shareholders attending the meeting. The voting results are as follows:
All shareholders attending the meeting who are not related to the shareholders attending the meeting are not related to the shareholders attending the meeting
Voting situation voting situation of small and medium-sized investors
Proportion of voting in the total number of voting shares (shares) held by shareholders proportion of total number of voting shares (shares) held by small and medium-sized investors proportion of total number of shares (shares) shares
Agreed 31560493 99.9984% 442100 99.8870%
Objection 0.0000% 0.0000%
Waiver 500 0.0016% 500 0.1130%
（2） In the case that Mr. Li Youcai and Mr. Liu Zuobin avoided voting and the total number of shares held by them was 38906342, which was not included in the total number of valid votes, the proposal on the measures for the administration of the implementation of the company's restricted stock incentive plan in 2021 was deliberated and adopted by the unrelated shareholders attending the meeting. The voting results are as follows:
All shareholders attending the meeting who are not related to the shareholders attending the meeting are not related to the shareholders attending the meeting
Voting situation voting situation of small and medium-sized investors
Proportion of voting in the total number of voting shares (shares) held by shareholders proportion of total number of voting shares (shares) held by small and medium-sized investors proportion of total number of shares (shares) shares
Agreed 31560493 99.9984% 442100 99.8870%
Objection 0.0000% 0.0000%
Waiver 500 0.0016% 500 0.1130%
（3） In the case that Mr. Li Youcai and Mr. Liu Zuobin avoided voting and the total number of shares held by them was 38906342, which was not included in the total number of valid votes, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to share incentive was deliberated and adopted by the unrelated shareholders attending the meeting. The voting results are as follows:
All shareholders attending the meeting who are not related to the shareholders attending the meeting are not related to the shareholders attending the meeting
Voting situation voting situation of small and medium-sized investors
The proportion of the number of opinion representative shares in the number of unrelated representative shares in the total number of voting shares held by unrelated shareholders (shares) and small and medium-sized investors in the total number of shares
Agreed 31560493 99.9984% 442100 99.8870%
Objection 0.0000% 0.0000%
Waiver 500 0.0016% 500 0.1130%
Our lawyers believe that the voting procedures and results of this meeting are legal and valid in accordance with the provisions of the company law, rules for the general meeting of shareholders of listed companies, rules for the implementation of online voting and the articles of association.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies (revised in 2022), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association. The convener and attendees of this meeting are legally qualified, The voting procedures and results of this meeting are legal and valid.
This legal opinion shall come into force after being sealed by the office and signed by the person in charge and the handling lawyer of the office. This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
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Handling lawyer of Fujian Zhili law firm:
Cai Zhongshan, Fuzhou, China
