Guangdong Huashang law firm
On Shenzhen Everbest Machinery Industry Co.Ltd(002980) 2021 annual general meeting of shareholders
Legal opinion
May 20, 2002
To: Shenzhen Everbest Machinery Industry Co.Ltd(002980)
Guangdong Huashang law firm (hereinafter referred to as "the firm") is entrusted by Shenzhen Everbest Machinery Industry Co.Ltd(002980) (hereinafter referred to as "the company") to appoint lawyer Li Jiang and lawyer Li Shiqi (hereinafter referred to as "the firm") to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the meeting"). The lawyer of the firm issues this legal opinion in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), the rules for the general meeting of shareholders of listed companies (revised in 2022) and other laws, regulations and normative legal documents, as well as the provisions of Shenzhen Everbest Machinery Industry Co.Ltd(002980) articles of Association (hereinafter referred to as the "articles of association").
This legal opinion only checks and expresses opinions on whether the procedures for convening and convening this meeting, the qualifications of the personnel attending this meeting, the qualifications of the convener and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association, as well as whether the voting results of the proposals considered at this meeting are effective, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data involved in such proposals.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company's meeting, and bear the responsibility for the legal opinion issued by the firm according to law.
In accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers have verified and witnessed the documents related to the issuance of this legal opinion and the following facts. Now, we issue the following legal opinions on the relevant legal matters involved in this meeting:
1、 On the convening and convening procedures of this meeting
This meeting was decided by the first meeting of the second board of directors in 2022. The board of directors of the company held the first meeting of the second board of directors in 2022 on April 28, 2022, deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders and other proposals, and posted them on Shanghai Securities News, China Securities News, securities times, securities daily and cninfo.com, the designated information disclosure website, on April 30, 2022（ http://www.cn.info.com.cn. ）The notice of Shenzhen Everbest Machinery Industry Co.Ltd(002980) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the general meeting of shareholders") was published on the website, and the shareholders were notified. The announcement issued by the company specifies the time, place, method, deliberation matters, personnel entitled to attend the meeting and other relevant matters, lists the matters discussed at the meeting, and fully discloses the contents of the proposal in accordance with relevant regulations.
Witnessed by our lawyers, the meeting of the company was held at 15:00 p.m. on May 20, 2022 in the conference room on the second floor, building 19, zone 5, baiwangxin Industrial Zone, Xili baimangsong white highway, Nanshan District, Shenzhen. The meeting was presided over by Mr. Yuan Jianmin, chairman of the company. The time, place and items of deliberation of the meeting were consistent with those informed in the notice of the general meeting of shareholders. The meeting adopted a combination of on-site voting and online voting. The company adopted the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）An online voting platform is provided to shareholders. The time and method of online voting are as follows: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022. The time and method of online voting are consistent with the content of the announcement.
Lawyers of the firm believe that the convening and convening procedures of this meeting comply with relevant laws, administrative regulations, rules for the general meeting of shareholders of listed companies (revised in 2022), 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 of the company.
2、 On the qualifications of participants and conveners of this meeting
（1） Shareholders and entrusted agents attending the meeting
1. After checking the identity certificates, shareholding certificates and power of attorney of shareholders and entrusted agents attending the meeting, 5 shareholders (or their entrusted agents, the same below) attended the meeting, representing 95001000 shares with voting rights, accounting for 712507% of the total share capital of the company.
2. The qualification identity of shareholders voting online has been verified by the system of Shenzhen Stock Exchange. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 15 shareholders voting online at this meeting, representing 83400 shares with voting rights, accounting for 0.0625% of the total share capital of the company.
Accordingly, a total of 20 shareholders and their entrusted agents attended the meeting (including online voting), representing 95084400 shares with voting rights, accounting for 713133% of the total share capital of the company. The shareholders of the company whose shares are registered in Shenzhen on the afternoon of December 2025 are the shareholders of the company.
（2） Other personnel attending the meeting
In addition to shareholders and their entrusted agents, some directors, supervisors, Secretary of the board of directors, senior managers and lawyers of the firm hired by the company also attended the meeting.
（3） Convener of this meeting
The convener of this meeting is the second board of directors of the company.
After verification, our lawyers believe that the qualifications of the attendees and conveners of this meeting are in line with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
3、 Matters to be considered at this meeting
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Full text and summary of 2021 annual report;
4. Proposal on the special report on the deposit and use of raised funds in 2021;
5. Financial statement report of 2021;
6. 2021 profit distribution plan;
7. Proposal on employing the company's audit institution in 2022.
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies (revised in 2022) and the articles of association.
4、 Voting procedures and results of this meeting
(I) voting procedure
Witnessed by our lawyers, the shareholders and their entrusted agents reviewed the proposals listed in the meeting and voted by open ballot on site. After counting and monitoring the votes according to the specified procedures, the voting results were announced on the spot.
Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
There was no amendment to the original proposal or new proposal at this meeting.
(II) voting results
After the online voting of this meeting, the company consolidated statistics and announced the voting results of on-site voting and online voting on the spot (hereinafter referred to as "total voting results"). The voting results are as follows:
1. Work report of the board of directors in 2021
The total voting result is: 95053900 shares are approved, accounting for 999679% of the total voting shares attending the meeting; The number of dissenting shares is 29800, accounting for 0.0313% of the total voting shares attending the meeting; The number of abstained shares is 700, accounting for 0.0007% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 53900 shares were agreed, accounting for 638626% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 29800, accounting for 353081% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
2. Work report of the board of supervisors in 2021
The total voting result is: 95053900 shares are approved, accounting for 999679% of the total voting shares attending the meeting; The number of dissenting shares is 29800, accounting for 0.0313% of the total voting shares attending the meeting; The number of abstained shares is 700, accounting for 0.0007% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 53900 shares were agreed, accounting for 638626% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 29800, accounting for 353081% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
3. Full text and summary of 2021 Annual Report
The total voting result is: 95053900 shares are approved, accounting for 999679% of the total voting shares attending the meeting; The number of dissenting shares is 29800, accounting for 0.0313% of the total voting shares attending the meeting; The number of abstained shares is 700, accounting for 0.0007% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 53900 shares were agreed, accounting for 638626% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 29800, accounting for 353081% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
4. Proposal on special report on the deposit and use of raised funds in 2021
The total voting result is: 95053900 shares are approved, accounting for 999679% of the total voting shares attending the meeting; The number of dissenting shares is 29800, accounting for 0.0313% of the total voting shares attending the meeting; The number of shares with abstention right is 7000000% of the total number of shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 53900 shares were agreed, accounting for 638626% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 29800, accounting for 353081% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
5. Financial statement report of 2021
The total voting result is: 95053900 shares are approved, accounting for 999679% of the total voting shares attending the meeting; The number of dissenting shares is 29800, accounting for 0.0313% of the total voting shares attending the meeting; The number of abstained shares is 700, accounting for 0.0007% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 53900 shares were agreed, accounting for 638626% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 29800, accounting for 353081% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
6. 2021 profit distribution plan
The total voting result is: 95066600 shares are approved, accounting for% of the total voting shares attending the meeting
999813%； The number of dissenting shares is 17800, accounting for 0.0187% of the total voting shares attending the meeting; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 66600 shares were agreed, accounting for 789100% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 17800, accounting for 210900% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 0, accounting for 0.0000% of the total voting shares of small and medium-sized investors attending the meeting.
7. Proposal on employing the company's audit institution in 2022
The total voting result is: 95065900 shares are approved, accounting for 999805% of the total voting shares attending the meeting; The number of dissenting shares is 17800, accounting for 0.0187% of the total voting shares attending the meeting; The number of abstained shares is 700, accounting for 0.0007% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 65900 shares were agreed, accounting for 780806% of the total voting shares of small and medium-sized investors attending the meeting; The number of dissenting shares was 17800, accounting for 210900% of the total voting shares of small and medium-sized investors attending the meeting; The number of abstained shares was 700, accounting for 0.8294% of the total voting shares of small and medium-sized investors attending the meeting.
The above proposal belongs to ordinary voting and has been adopted by more than half of the effective voting rights held by the shareholders or their entrusted agents attending the meeting.
The minutes of the meeting shall be signed by the directors, supervisors, Secretary of the board of directors and the chairman of the meeting. The resolutions of the meeting shall be signed by the directors of the company attending the meeting.
Our lawyers believe that the voting procedures and results of this meeting comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and are legal and effective.
5、 Concluding observations
To sum up, our lawyers believe that: the convening and convening procedures of the company's meeting, the qualifications of the personnel attending the meeting, the qualifications of the convener and the voting schedule
