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About Guangzhou Sanfu New Materials Technology Co.Ltd(688359)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Guanyi Zi 2022 No. Anhui Fengxing Wear Resistant Materials Co.Ltd(002760) to: Guangzhou Sanfu New Materials Technology Co.Ltd(688359)
Entrusted by Guangzhou Sanfu New Materials Technology Co.Ltd(688359) (hereinafter referred to as "the company"), Beijing Guantao Zhongmao (Shenzhen) law firm (hereinafter referred to as "the firm") appoints lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on May 23, 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 The rules of shareholders' meeting of listed companies (hereinafter referred to as the "rules of shareholders' meeting") and other current laws, regulations and normative documents of China, as well as the relevant provisions of Guangzhou Sanfu New Materials Technology Co.Ltd(688359) articles of Association (hereinafter referred to as the "articles of association") and Guangzhou Sanfu New Materials Technology Co.Ltd(688359) rules of procedure for shareholders' meeting (hereinafter referred to as the "rules of procedure") of the China Securities Regulatory Commission on the convening and convening procedures of this shareholders' meeting Witness the qualification, voting procedure, voting results and other matters of the participants at the meeting and issue a report!
"!!$!!%&!!$!!'(!!$!!)!!$!!+,!!$!!-.!!$!!/ 0!!$!! 12$!! 34$!! 56! Beijing!$ Shanghai!$ Xi’an!$ Chengdu$! Dalian$Shenzhen$! Jinan!$ Xiamen$! HongKong$! Tianjin has this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the documents related to the shareholders' meeting provided by the company, listened to the statements and explanations of the company on relevant facts, and attended the shareholders' meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without major concealment and omission.
Our lawyers express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current laws, administrative regulations and normative documents of China. And bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
This legal opinion is only used for the purpose of this shareholders' meeting and shall not be used for any other purpose or purpose. The exchange agrees that the company will announce this legal opinion as a document of the general meeting of shareholders.
According to the requirements of relevant laws, regulations and normative documents, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued the following legal opinions: 1. On the convening and convening of this general meeting of shareholders
(I) after verification by the lawyers of the firm, the general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company notified all shareholders of the company in advance in accordance with the articles of association and rules of procedure.
The company held the 32nd meeting of the third board of directors on May 6, 2022 and formed a resolution, which decided to hold the general meeting of shareholders on May 23, 2022. The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on May 7, 2022 The notice of Guangzhou Sanfu New Materials Technology Co.Ltd(688359) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice") was published on the designated information media, and the shareholders were notified of the date, place, convening method, deliberation matters, participants, on-site meeting registration and other contents of the general meeting.
(II) the general meeting of shareholders is held by combining on-site meeting and online voting. At 14:00 p.m. on May 23, 2022, the on-site meeting of the general meeting of shareholders was held in Guangzhou Sanfu New Materials Technology Co.Ltd(688359) conference room, 12th floor, East ladder, science information building, No. 111, science Avenue, Huangpu District, Guangzhou. The actual time and place of the general meeting of shareholders are consistent with the time and place notified in the notice.
(III) Mr. Shangguan Wenlong, chairman of the company, presided over the shareholders' meeting. The meeting deliberated on the proposals listed in the notice. The staff of the board of directors shall make records of the shareholders' meeting on the spot, and the minutes shall be signed by the chairman of the meeting and the directors, supervisors, Secretary of the board of directors and recorder attending the meeting.
(IV) in addition to the on-site meeting, the company has arranged online voting for shareholders through the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai Stock Exchange. The online voting time through the trading system of Shanghai Stock Exchange is the trading time on May 23, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time for voting through the Internet voting system of Shanghai Stock Exchange is from 9:15 to 15:00 on May 23, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure, and the qualification of the board of directors as the convener is legal and effective.
2、 On the qualifications of the personnel attending the general meeting of shareholders
(I) according to the signatures, power of attorney and other documents of the shareholders and their agents attending the shareholders' meeting, there are 11 shareholders and their agents attending the shareholders' meeting, representing 59228918 shares, accounting for 642535% of the total shares of the company. Among them, 7 shareholders and entrusted agents attended the on-site meeting, representing 48893000 voting shares; There are 4 shareholders voting online, representing 10335918 voting shares. Our lawyers believe that the qualifications of the above shareholders and shareholders' agents attending the general meeting of shareholders meet the provisions of relevant laws, administrative regulations, normative documents, the articles of association and rules of procedure.
(II) other persons attending the shareholders' meeting as nonvoting delegates include directors, supervisors, senior managers and lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending the general meeting of shareholders meet the provisions of laws, administrative regulations, normative documents, the articles of association and the rules of procedure. 3、 On the qualification of shareholders and proposal procedures for putting forward temporary proposals at the general meeting of shareholders
Witnessed by our lawyers, there was no new proposal made by shareholders (or shareholders' agents) at the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
(I) witnessed by our lawyers, the shareholders' meeting adopts the methods of on-site voting and online voting. The shareholders and their proxies attending the on-site meeting voted on the matters considered at the shareholders' meeting item by item by means of open ballot; The meeting elected two shareholder representatives, one supervisor and one lawyer to count and monitor the votes, and announced the voting results on the spot at the shareholders' meeting.
(II) according to the deliberation and voting results of the shareholders' meeting witnessed by the lawyers, the proposal is adopted as follows:
1. Deliberated and passed the proposal on Guangzhou Sanfu New Materials Technology Co.Ltd(688359) 2022 stock option incentive plan (Draft) and its summary
Voting results: 59228418 shares were approved, accounting for 999992% of the voting rights held by all shareholders participating in the voting; Against 500 shares, accounting for 0.0008% of the voting rights held by all shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the voting rights held by all shareholders participating in the voting.
Among them, the voting situation of small and medium-sized investors holding less than 5% (excluding 5%): 7354244 shares were agreed, accounting for 999932% of the total voting shares of small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.0068% of the total voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors attending the meeting.
2. Deliberated and passed the proposal on the measures for the administration of the implementation and assessment of Guangzhou Sanfu New Materials Technology Co.Ltd(688359) 2022 stock option incentive plan
Voting results: 59228418 shares were approved, accounting for 999992% of the voting rights held by all shareholders participating in the voting; Against 500 shares, accounting for 0.0008% of the voting rights held by all shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the voting rights held by all shareholders participating in the voting.
Among them, the voting situation of small and medium-sized investors holding less than 5% (excluding 5%): 7354244 shares were agreed, accounting for 999932% of the total voting shares of small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.0068% of the total voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors attending the meeting.
3. The proposal on granting stock options to Mr. Ding Xianfeng was deliberated and adopted
Voting results: 59228418 shares were approved, accounting for 999992% of the voting rights held by all shareholders participating in the voting; Against 500 shares, accounting for 0.0008% of the voting rights held by all shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the voting rights held by all shareholders participating in the voting.
Among them, the voting situation of small and medium-sized investors holding less than 5% (excluding 5%): 7354244 shares were agreed, accounting for 999932% of the total voting shares of small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.0068% of the total voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors attending the meeting.
4. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan was deliberated and adopted
Voting results: 59228418 shares were approved, accounting for 999992% of the voting rights held by all shareholders participating in the voting; Against 500 shares, accounting for 0.0008% of the voting rights held by all shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the voting rights held by all shareholders participating in the voting.
The proposals involving the avoidance of voting by related shareholders are 1, 2, 3 and 4. The corresponding related shareholders did not attend the general meeting of shareholders, so the avoidance of voting is not involved.
Our lawyers believe that the voting procedures and the number of votes of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other current laws, administrative regulations, normative documents, the articles of association and the rules of procedure, and the voting procedures and voting results of this general meeting of shareholders are legal and effective. 5、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and other current laws, administrative regulations, normative documents, the articles of association and the rules of procedure, the qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid, The resolutions formed at this general meeting of shareholders are legal and valid. [no text below]
