Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Hong Kong, Paris, Madrid, Silicon Valley
27th floor, Jiadi center, No. 968 West Beijing Road, Shanghai 200041, China
27F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152341670
Website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Shanghai Liangxin Electrical Co.Ltd(002706)
Of the 2021 annual general meeting
Legal opinion
To: Shanghai Liangxin Electrical Co.Ltd(002706)
According to 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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission, Guohao law firm (Shanghai) accepts the employment of the board of directors of Shanghai Liangxin Electrical Co.Ltd(002706) (hereinafter referred to as the “company”), Attorneys were appointed to attend and witness the on-site meeting of the company’s 2021 annual general meeting of shareholders held on May 19, 2022, and reviewed the convening, convening procedures, qualifications of attendees, voting procedures and voting results of the general meeting of shareholders in accordance with the provisions of relevant laws, regulations, normative documents and Shanghai Liangxin Electrical Co.Ltd(002706) articles of Association (hereinafter referred to as the “articles of association”), The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On April 29, 2022, the board of directors of the company issued the notice of the meeting of the 2021 annual general meeting to the shareholders of the company on the website of Shenzhen Stock Exchange and the information disclosure media designated by the CSRC. After verification, the notice specifies the time, method, content and site of the meeting, and explains the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, contact number, name of contact person and the operation process of participating in online voting.
The on-site meeting of the general meeting of shareholders was held from 13:30 p.m. on Thursday, May 19, 2022. Affected by the control measures to combat the epidemic of novel coronavirus pneumonia, the meeting was held by remote video. In addition to the above, the time and other matters of the meeting were the same as those disclosed in the meeting notice.
The time for online voting through the trading system of Shenzhen Stock Exchange at this shareholders’ meeting is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 19, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 19, 2022.
Our lawyers believe that the company published the notice of the meeting 20 days before the convening of the general meeting. Except that the meeting was held by remote video due to the impact of the control measures to combat the epidemic of novel coronavirus pneumonia, the actual time, method and proposal of the meeting are consistent with those announced in the notice of the general meeting, and the matters submitted to the meeting for deliberation, which can be submitted to the general meeting for deliberation. The convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association.
2、 Legality and validity of the qualifications of the participants and the convener
1. Shareholders attending the meeting and entrusted agents
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the inspection of our lawyers, 19 shareholders and shareholders’ agents attended the shareholders’ meeting, representing 365178056 shares, accounting for 35.96% of the total share capital of the company. (Note: up to now, since the company has repurchased 3500000 shares of the public in total, the repurchased shares are deducted from the total share capital on the equity registration date of the general meeting of shareholders, and the total share capital with voting rights issued by the company is 1015623653 shares)
Of which:
(1) Attendance of minority shareholders and shareholders’ agents:
12 minority shareholders and shareholders’ agents participated in the voting of the general meeting of shareholders, representing 82664222 shares, accounting for 8.14% of the total share capital of the company.
(2) Attendance at site meetings:
There were 9 shareholders and their proxies attending the on-site voting, representing 296023847 voting shares, accounting for 29.15% of the total share capital of the company.
(3) Online voting:
10 shareholders voted online, representing 69154209 voting shares, accounting for 6.809% of the total share capital of the company.
2. Other persons attending the meeting
It is verified that in addition to the above shareholders and entrusted agents, the participants at the meeting also include the company’s directors, supervisors, Secretary of the board of directors and witness lawyers. These personnel are legally qualified to attend the general meeting of shareholders.
3. Convener
It has been verified that the general meeting of shareholders of the company was convened by the board of directors, and the proposal on convening the general meeting of shareholders has been deliberated and adopted at the sixth meeting of the sixth board of directors, which complies with the provisions of relevant laws, regulations, normative documents and the articles of Association, and the qualification of the convener is legal and effective.
3、 Voting procedures and voting results of the general meeting of shareholders
(I) voting procedure
The shareholders’ meeting deliberated on the proposals listed in the meeting notice item by item, and voted by combining on-site voting and online voting. The on-site voting of the general meeting of shareholders shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the articles of association and the rules of the general meeting of shareholders.
After the online voting of the shareholders’ meeting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of the online voting, and the company combined the voting results of on-site voting and online voting.
According to the inspection of our lawyers, there is no temporary proposal at this shareholders’ meeting, and the proposal considered at this shareholders’ meeting is consistent with the deliberation items listed in the notice of this shareholders’ meeting; Failure to vote on matters not listed in the meeting notice; No proposal put on the agenda of the meeting was rejected or amended.
In order to respect the interests of small and medium-sized investors and improve their participation in major matters decided by the general meeting of shareholders of the company, According to the spirit of the document “opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market” (GBF [2013] No. 110) issued by the general office of the State Council, as well as the relevant requirements of the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board “and the articles of association, the shareholders’ meeting adopts the separate vote counting of small and medium-sized investors. Small and medium-sized investors refer to shareholders other than the following shareholders: directors, supervisors and senior managers of listed companies; Shareholders who individually or jointly hold more than 5% of the shares of the listed company.
(II) voting results
The shareholders’ meeting considered the proposals listed in the meeting announcement item by item by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Review the work report of the board of directors in 2021
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; Against 17000 shares, accounting for 0.0047% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
2. Review the work report of the board of supervisors in 2021
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; Against 17000 shares, accounting for 0.0047% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
3. Review the company’s 2021 annual financial statement report
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; Against 17000 shares, accounting for 0.0047% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
4. Review the 2021 profit distribution plan of the company
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; Against 17000 shares, accounting for 0.0047% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
5. Review the 2021 annual report of the company and its summary
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; Against 17000 shares, accounting for 0.0047% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
6. Proposal on renewing the appointment of audit institutions in 2022
Voting results: 365161056 shares were approved, accounting for 999953% of the voting shares attending the meeting; 17 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 7% of the shares with voting rights attended the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. This proposal was passed by effective vote.
Among them, the voting situation of small and medium-sized investors is: 82647222 shares are approved, accounting for 999794% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting; Against 17000 shares, accounting for 0.0206% of the voting rights held by small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
It is verified that the proposal considered at the general meeting of shareholders of the company has been considered and adopted at the sixth meeting of the sixth board of directors and the fifth meeting of the sixth board of supervisors of the company. The specific contents of the proposal have been published and disclosed in the relevant announcements on the website of Shenzhen Stock Exchange and the information disclosure media designated by the CSRC; The general meeting of shareholders of the company voted by open ballot on the matters listed in the notice of the meeting.
1, 2, 3, 5 and 6 of the above proposals are ordinary voting matters, and more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) who have attended the general meeting of shareholders have passed; Proposal 4 is a special voting matter, which has been passed by more than 2 / 3 of the effective voting rights held by shareholders (including shareholders’ agents) who have attended the general meeting of shareholders.
According to the voting results, the above-mentioned proposals were effectively voted by the shareholders with voting rights attending the meeting. After examination, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 There was no new proposal proposed by shareholders at this shareholders’ meeting.
5、 Concluding observations
Through on-site witness, our lawyers confirmed that the convening, convening procedures and voting methods of this general meeting of shareholders comply with the company law and the securities law《
