Hubei Yingda law firm
About Hubei Fuxing Science And Technology Co.Ltd(000926)
Of the 2021 annual general meeting
Legal opinion
18th floor, Fuxing International Chamber of Commerce building, 186 Xinhua Road, Wuhan, China
Tel: 86.2785350032 Fax: 86.2785350997 postal code: 430022
Website: www.yingdalaw.com com.
May, 2002
Hubei Yingda law firm
About Hubei Fuxing Science And Technology Co.Ltd(000926)
Of the 2021 annual general meeting
Legal opinion
To: Hubei Fuxing Science And Technology Co.Ltd(000926)
Entrusted by Hubei Fuxing Science And Technology Co.Ltd(000926) (hereinafter referred to as “the company”), Hubei Yingda law firm (hereinafter referred to as “the firm”) appoints its lawyers song Hao and Yang Jingxue to witness the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”) held by the company on May 20, 2022, 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 other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission, as well as the relevant provisions of the Hubei Fuxing Science And Technology Co.Ltd(000926) articles of Association (hereinafter referred to as the “articles of association”), on the convening and convening procedures of this general meeting of shareholders Issue legal opinions on the qualifications of the participants and conveners, the legitimacy and validity of the voting procedures and voting results of the meeting.
This legal opinion is issued by our lawyers based on their understanding of the facts of the shareholders’ meeting and the current laws, regulations and normative documents in China.
The exchange agrees to announce this legal opinion as a legally necessary document of the general meeting of shareholders, and shall be liable for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyer issues this legal opinion as follows:
Text
1、 Convening, convening procedures and convener qualification of this general meeting of shareholders
(I) according to the resolution of the 10th meeting of the 10th board of directors of the company, the company published the notice of Hubei Fuxing Science And Technology Co.Ltd(000926) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “meeting notice”) on cninfo.com on April 27, 2022.
(II) the on-site meeting of the general meeting of shareholders was held at 14:30 on May 20, 2022 in the conference room on the 28th floor of Fuxing International Chamber of Commerce building, 186 Xinhua Road, Jianghan District, Wuhan. The general meeting of shareholders was convened by the board of directors and presided over by Mr. Tan Shaoqun, chairman of the company.
(III) online voting time of the general meeting of shareholders: the online voting time through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 20, 2022; The 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.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, rules of general meeting of shareholders and the articles of association, and the qualification of the convener of the meeting is legal and valid.
2、 About the qualifications of the people attending the general meeting of shareholders
(I) there are 34 shareholders with voting rights and their proxies attending the on-site meeting of the general meeting of shareholders, and shareholders voting through the Internet, representing 277059079 shares, accounting for 302802% of the total voting shares of the company, including:
1. A total of 9 shareholders and shareholder agents voted on the spot, representing 202976933 shares, accounting for 221837% of the total voting shares of the company. They are all registered shareholders of the company in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the market on the afternoon of May 16, 2022. All shareholders present in person have presented their own identity documents and shareholding certificates. In addition to the above-mentioned documents, shareholders’ agents present also have issued power of attorney and identity certificates of agents.
2. 25 shareholders voted online, representing 74082146 shares, accounting for 8.0966% of the total voting shares of the company. The identity of shareholders participating in online voting has been certified by the system of Shenzhen Stock Exchange. (II) some directors, supervisors and senior managers of the company.
(III) our lawyers song Hao and Yang Jingxue.
After inspection, the exchange believes that the above-mentioned persons’ participation in the general meeting of shareholders complies with the provisions of laws, regulations, rules of general meeting of shareholders and articles of association, and their participation qualifications are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
1. After inspection, the voting shareholders and their proxies attending the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot.
2. Shareholders participating in online voting through Shenzhen securities trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）, vote on the proposals listed in the meeting notice by open ballot according to the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting. After the voting, the company consolidated and counted the voting results of on-site voting and online voting.
3. In order to respect the interests of minority shareholders and improve the participation of minority shareholders in major matters decided by the general meeting of shareholders of the company, the general meeting of shareholders adopts separate vote counting of minority shareholders when deliberating the proposal.
After inspection, the voting procedures, voting methods and counting methods of on-site voting and online voting comply with the provisions of laws, regulations, rules of the general meeting of shareholders and the articles of association.
(II) voting results
After verification, after the voting at the shareholders’ meeting, the company consolidated the voting results of on-site voting and online voting, and the proposals listed in the announcement were voted and passed at the shareholders’ meeting. The specific voting results are as follows:
1. The 2021 annual work report of the board of directors of the company was deliberated and adopted by ordinary resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; 1750600 shares were opposed, accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
2. The 2021 annual financial statement of the company was reviewed and approved by ordinary resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
3. The 2021 profit distribution plan of the company was reviewed and approved by ordinary resolution
Voting results: 274765479 shares were approved, accounting for 991722% of the shares held by all shareholders attending the meeting; 2273600 shares opposed, accounting for 0.8206% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting situation of minority shareholders is: 22750346 shares are agreed, accounting for 908417% of the shares held by minority shareholders attending the meeting; 2273600 shares opposed, accounting for 9.0784% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
4. The full text and summary of the company’s annual report in 2021 was deliberated and adopted by ordinary resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
5. The proposal on renewing the appointment of accounting firms was deliberated and adopted by ordinary resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
6. The proposal on adding director candidates was deliberated and adopted by ordinary resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
7. The proposal on Authorizing the chairman of the board of directors to examine and approve the company’s land bidding was deliberated and passed by ordinary resolution. The voting results: 275288479 shares were agreed, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
8. The proposal on Authorizing the board of directors (Chairman) to examine and approve the company’s expected external guarantee amount was deliberated and adopted by special resolution
Voting results: 274301279 shares were approved, accounting for 990046% of the shares held by all shareholders attending the meeting; Against 2737800 shares, accounting for 0.9882% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting situation of minority shareholders is: 22286146 shares are agreed, accounting for 889882% of the shares held by minority shareholders attending the meeting; Opposed 2737800 shares, accounting for 109320% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
9. The proposal on Amending the articles of association was deliberated and adopted by special resolution
Voting results: 275288479 shares were approved, accounting for 993609% of the shares held by all shareholders attending the meeting; Against 1750600 shares, accounting for 0.6319% of the shares held by all shareholders attending the meeting; Abstention of 20000 shares (including default abstention of 20000 shares due to non voting), accounting for 0.0072% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders is: 23273346 shares are approved, accounting for 929300% of the shares held by minority shareholders attending the meeting; Against 1750600 shares, accounting for 6.9901% of the shares held by minority shareholders attending the meeting; Abstained 20000 shares (including 20000 shares by default due to non voting), accounting for 0.0799% of the shares held by minority shareholders attending the meeting.
10. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted by ordinary resolution
Voting conclusion
