Beijing Guofeng law firm
About Bear Electric Appliance Co.Ltd(002959)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0013
To: Bear Electric Appliance Co.Ltd(002959) (your company)
In accordance with the company law of the people's Republic of China, 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") issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), we appoint lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting") and issue this legal opinion. Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion. This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of shareholders' meeting and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was decided to be held at the 10th meeting of the second board of directors of your company and convened by the board of directors. The board of directors of your company was posted on the website of Shenzhen Stock Exchange on December 30, 2021（ http://www.szse.cn. ）, tide information website（ http://www.cn.info.com.cn. ）The announcement of Bear Electric Appliance Co.Ltd(002959) on convening the first extraordinary general meeting in 2022 was publicly released. The notice specified the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, list the deliberation matters of this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held on January 14, 2022 in the conference room on the first floor of the new headquarters, No. 3 Bear Electric Appliance Co.Ltd(002959) Fuxing Road, Fu'an Industrial Zone, Leliu street, Shunde District, Foshan City, Guangdong Province, as scheduled, presided over by Mr. Li Yifeng, chairman of your company. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on January 14, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15 ~ 15:00 on January 14, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
In conclusion, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, the online voting statistical results fed back by Shenzhen Securities Information Co., Ltd., the register of shareholders as of the equity registration date of the meeting, and verified and confirmed by your company and our lawyers, a total of 18 shareholders (shareholder agents) voted on-site and online at the meeting, 114580699 representative shares, accounting for 73.2407% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our firm also attended the meeting.
It is verified that the qualifications of the above-mentioned personnel attending the on-site meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, and are legal and valid; The qualifications of the above shareholders participating in online voting have been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
It is verified that the matters considered and voted at this meeting are all the proposals listed in the announced meeting notice of your company. After deliberation, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. The proposal on Amending the articles of association was voted and passed
Voting results: 114571999 shares were approved, accounting for 99.9924% of the total number of valid voting shares attending the meeting; 8200 opposition shares, accounting for 0.0072% of the total number of valid voting shares attending the meeting; Abstain 500 shares, accounting for 0.0004% of the total number of valid voting shares attending the meeting.
2. The proposal on changing the purpose of some raised funds was voted and passed
Voting results: 114571999 shares were approved, accounting for 99.9924% of the total number of valid voting shares attending the meeting; 8200 opposition shares, accounting for 0.0072% of the total number of valid voting shares attending the meeting; Abstain 500 shares, accounting for 0.0004% of the total number of valid voting shares attending the meeting.
Lawyers of the firm, shareholders' representatives elected on site and supervisors' representatives are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, your company will count the votes of small and medium-sized investors on relevant proposals separately and disclose the voting results separately.
It is verified that the above-mentioned proposal 1 is passed by more than two-thirds of the effective voting rights held by the shareholders (shareholders' agents) attending the meeting, and the above-mentioned proposal 2 is passed by more than half of the effective voting rights held by the shareholders (shareholders' agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the first extraordinary general meeting of shareholders in Bear Electric Appliance Co.Ltd(002959) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Zhao Yao
Fu Xiongshi
January 14, 2022
