Beijing Junzhi law firm
About Flower King Eco-Engineering Inc(603007)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Flower King Eco-Engineering Inc(603007)
Beijing Junzhi law firm (hereinafter referred to as the firm) accepted the entrustment of Flower King Eco-Engineering Inc(603007) (hereinafter referred to as the company) and appointed 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 January 17, 2022 by video.
In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In the process of reviewing relevant documents, the company guarantees that the documents and explanations submitted to the exchange are true, accurate and complete, and has provided the necessary documents or oral testimony for issuing this legal opinion, and ensures that the relevant copies or copies provided are consistent with the original or the original.
In accordance with the requirements of the company law of the people's Republic of China, 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 Flower King Eco-Engineering Inc(603007) articles of Association (hereinafter referred to as the articles of association), and in accordance with the recognized business standards, moral norms and the spirit of diligence in the lawyer industry, the lawyers of the firm have carried out the convening and convening procedures of the general meeting of shareholders The qualification of the attendees, the qualification of the convener, the voting procedures and voting results of the meeting and other important matters shall be verified and verified, and the legal opinions shall be issued as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) the general meeting of shareholders was convened by the board of directors of the company in accordance with the resolution of the seventh meeting of the Fourth Board of directors held on December 29, 2021.
(II) on December 30, 2021, the board of directors of the company published in Shanghai Securities News and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The notice of Flower King Eco-Engineering Inc(603007) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website. The "meeting notice" specifies the time of convening the general meeting of shareholders (including the time of on-site meeting and online voting time), the place of on-site meeting, the convener of the meeting, the method of holding the meeting, the matters to be considered at the meeting, the objects to attend the meeting and the registration method of attending the meeting, And matters needing attention in voting at the general meeting of shareholders.
(III) the general meeting of shareholders will be held on January 17, 2022 according to the notice of the meeting by combining on-site voting and online voting.
Upon verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) according to the on-site meeting registration data and the data provided by Shanghai Stock Exchange, 12 shareholders (including shareholder agents, the same below) attended the shareholders' meeting, representing 138610300 shares, accounting for 41.2855% of the total shares of the company; Among them, 11 small and medium-sized investors attended the shareholders' meeting, representing 4967300 shares. These shareholders are the company's shareholders or their entrusted agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the afternoon of the equity registration date (January 12, 2022).
(II) the general meeting of shareholders is convened by the board of directors of the company and presided over by director Xiao Jiejun elected by more than half of the directors of the board of directors of the company; Some directors, supervisors and senior managers of the company attended the meeting on site or by video.
Upon verification, the lawyers of the firm believe that the qualifications of the convener and participants of the general meeting of shareholders meet the provisions of relevant laws and regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) the shareholders' meeting adopted the combination of on-site voting and online voting to deliberate and vote on the proposals listed in the "meeting notice", and counted and monitored the votes in accordance with the provisions of relevant normative documents and the articles of association. Among them, the results of online voting are confirmed according to the statistical results provided by Shanghai Stock Exchange. (II) the general meeting of shareholders deliberated and approved the proposal on adjusting the repurchase price, repurchase and cancellation of restricted shares and cancellation of stock options (special resolution proposal). The specific voting results are as follows:
This proposal involves related party transactions.
The affirmative votes were 138598900 shares, accounting for 99.9918% of the total voting shares attending the meeting; The negative votes were 11400 shares, accounting for 0.0082% of the total voting shares attending the meeting; The abstention vote is 0 shares, accounting for 0.0000% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 4955900 consent votes, accounting for 99.7705% of the voting shares of small and medium-sized investors attending the meeting; The negative votes were 11400 shares, accounting for 0.2295% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0.0000% of the voting shares of small and medium-sized investors attending the meeting.
After verification, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of the general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the resolutions of the meeting are legal and effective.
The exchange agrees to take this legal opinion as one of the necessary documents of the company's general meeting of shareholders for the use of the company's general meeting of shareholders, and shall not be used for other purposes or purposes without the consent of the exchange.
This legal opinion is made in two originals, which have the same legal effect after being signed.
