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Guangdong Delian Group Co.Ltd(002666)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Guangdong Delian Group Co.Ltd(002666)
Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) was held by combining on-site voting and online voting. The on-site meeting was held at 15 p.m. on January 14, 2022 in the conference room on the fifth floor of the company, No. 386, Hongling Second Road, Songgang, Shishan town, Nanhai District, Foshan City. Entrusted by the company, Shanghai United Law Firm appointed its lawyers to attend the on-site meeting of 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Guangdong Delian Group Co.Ltd(002666) articles of Association (hereinafter referred to as the “articles of Association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of personnel attending the on-site meeting, the qualifications of conveners This legal opinion is issued on the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed other documents and materials deemed necessary by our lawyers, such as the announcement of the resolution of the seventh meeting of the Guangdong Delian Group Co.Ltd(002666) Fifth Board of directors, the announcement of the resolution of the seventh meeting of the Guangdong Delian Group Co.Ltd(002666) Fifth Board of supervisors, the notice of Guangdong Delian Group Co.Ltd(002666) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice on convening the general meeting of shareholders”), At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, 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 company law, 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 firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification has been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, and the published conclusion.
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 together with other announcement documents to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for review and announcement, and bear the responsibility for the legal opinion issued according to law.
In accordance with the requirements of laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have reviewed the relevant documents and facts of the company’s general meeting of shareholders, and witnessed the meeting process of the general meeting of shareholders. We hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The company held the 7th Meeting of the 5th board of directors on the morning of December 27, 2021, passed the resolution on convening the shareholders’ meeting, and issued the notice on convening the shareholders’ meeting through the designated information disclosure media on December 29, 2021. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of 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 at 15 p.m. on January 14, 2022 in the conference room on the fifth floor of the company, No. 386, Hongling Second Road, Songgang, Shishan town, Nanhai District, Foshan City. Mr. Xu Xianda, chairman of the company, presided over the meeting and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time of voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 14, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is from 9:15 to 15:00 on January 14, 2022. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
1. Personnel attending the general meeting of shareholders
A total of [16] shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding a total of [406774838] voting shares of the company, accounting for [53.9254]% of the total shares of the company.
According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate provided by the shareholders attending the on-site meeting of the company, a total of [9] shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding [406617638] voting shares of the company, accounting for [53.90]% of the total shares of the company.
According to the statistics and confirmation of Shenzhen Stock Exchange, a total of [7] shareholders participated in the online voting of the general meeting of shareholders through the trading system and Internet voting system of Shenzhen stock exchange during the online voting time, holding a total of [157200] voting shares of the company, accounting for [0.0208]% of the total shares of the company.
The company has [8] 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”) [8], representing [832235] voting shares of the company, accounting for [0.1103]% of the total shares of the company.
Since the qualification of online voting shareholders is authenticated by the trading system of Shenzhen stock exchange during online voting, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that the above participants have the right or have been legally and effectively authorized to attend the general meeting of shareholders, and their qualifications comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
2. Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
The lawyers of the firm have verified that the qualifications of shareholders and their agents and conveners attending the general meeting of shareholders are legal and valid.
3、 Proposals considered at the general meeting of shareholders
The proposals considered and voted at the shareholders’ meeting are:
1. Deliberated the proposal on the extension of financial assistance provided by subsidiaries to their joint-stock companies and related party transactions.
2. Deliberating the proposal on the company’s guarantee for the subsidiary Germany China Trade (Hong Kong) Co., Ltd. to apply for bank credit
3. Deliberating the proposal on the company providing guarantee for the subsidiary Foshan Junyao Automobile Sales Service Co., Ltd. to apply for bank credit
The above proposal 1 is a major issue affecting the interests of small and medium-sized investors. The company will count the votes of small and medium-sized investors separately and disclose them in a timely manner.
Witnessed by our lawyers, the above deliberation and voting proposals are consistent with the contents of the company’s announcement.
No temporary proposal or new proposal was received at the shareholders’ meeting.
4、 Voting procedures and results of the general meeting of shareholders
1. Meeting voting procedure
The meeting voted on the proposals of the meeting by on-site voting and online voting.
After verification, the on-site meeting of the shareholders’ meeting deliberated the proposals listed in the announcement, voted by on-site voting, and monitored the votes in accordance with the procedures specified in Chinese laws and regulations and the articles of association.
After verification, the company provides shareholders with an online voting platform for the general meeting of shareholders through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. After the online voting, the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange provides the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
2. Voting results of the meeting
After the company’s statistics on the voting results of the above proposals and the reasonable inspection of our lawyers, the company consolidated the voting results of on-site voting and online voting after the voting of the general meeting of shareholders. A total of [16] shareholders or shareholders’ proxies participated in the voting of the general meeting of shareholders, holding [406774838] voting shares of the company, accounting for [53.9254]% of the total shares of the company.
The proposals deliberated at the general meeting of shareholders are voted by non cumulative voting system. The voting results of each proposal are as follows: 1. Deliberating the proposal on the extension of financial assistance and related party transactions provided by subsidiaries to their joint-stock companies
Voting result: not adopted
The number of approved shares is 20100, accounting for 0.6684% of the shares held by all shareholders attending the meeting; 2987274 shares opposed, accounting for 99.3316% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Avoidance of voting: due to related party transactions, Xu Xianda held 20996192 shares, Xu tuanhua 281320936 shares and Xu Qingfang 101450336 shares.
2. Deliberating the proposal on the company’s guarantee for the subsidiary Germany China Trade (Hong Kong) Co., Ltd. to apply for bank credit
Voting result: it is approved by more than 1 / 2 of the voting rights held by the voting shareholders and their agents.
3. Deliberating the proposal on the company providing guarantee for the subsidiary Foshan Junyao Automobile Sales Service Co., Ltd. to apply for bank credit
Voting result: it is approved by more than 1 / 2 of the voting rights held by the voting shareholders and their agents.
Witnessed by our lawyers, the voting procedures and the number of votes at this meeting are in accordance with the company law, the rules of the general meeting of shareholders and other laws and regulations as well as the relevant provisions of the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
(there is no text on this page, which is the signature page of the legal opinion of Shanghai United law firm on the first extraordinary general meeting of shareholders in Guangdong Delian Group Co.Ltd(002666) 2022) person in charge of Shanghai United Law Firm (seal):
Jiang Xian
Handling lawyer (signature):
Address: 17th floor, Bund Center, 222 Yan’an East Road, Huangpu District, Shanghai, China zip code: 200002
January 14, 2022
