Guangdong Jinqiao Baixin (Foshan) law firm
About Foshan Electrical And Lighting Co.Ltd(000541)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Address of law firm: 26th floor, building 1, Leyi Haichuang building, No. 7, Qingyi Road, Guicheng Street, Nanhai District, Foshan Tel: 0757 -- 86368809 Fax: 0757 -- 86368819
Guangdong Jinqiao Baixin (Foshan) law firm
About Foshan Electrical And Lighting Co.Ltd(000541)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Foshan Electrical And Lighting Co.Ltd(000541)
Guangdong Jinqiao Baixin (Foshan) law firm (hereinafter referred to as "the firm") accepted the entrustment of Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as "the company") and appointed lawyer Dai Qin and lawyer Duan LAN to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") on January 18, 2022, 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, as well as the relevant provisions of the company's current effective articles of association, Witness the relevant matters of the general meeting of shareholders and issue this legal opinion.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Reviewed the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company's general meeting of shareholders.
According to the requirements of the rules of the general meeting of shareholders, our lawyers express their opinions on whether the convening and convening procedures, the qualifications of the convener, the qualifications of the participants, and the voting procedures and voting results of the general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, otherwise it is willing to bear corresponding legal liabilities.
The exchange agrees that the company will announce this legal opinion together with the resolution of the company's general meeting of shareholders and other information disclosure materials.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions on the convening and convening of the company's general meeting of shareholders and other relevant legal issues:
1、 On the convening and convening procedures of the general meeting of shareholders
1. The company held the 25th meeting of the ninth board of directors on December 29, 2021, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and planned to hold the first extraordinary general meeting of shareholders in 2022 at 14:45 p.m. on January 18, 2022.
2. On December 30, 2021, the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "meeting notice"), the announcement on the resolution of the 25th meeting of the ninth board of directors and the announcement on the resolution of the 10th meeting of the ninth board of supervisors in China Securities Journal, Ta Kung Pao and cninfo.com, Notice the convening of the general meeting of shareholders in the form of announcement.
3. After verification by our lawyers, the meeting notice specifies the time, place, convener, voting method, matters to be considered at the meeting, participants, meeting registration method, contact information of the general meeting, etc., and explains the stock registration date of shareholders entitled to attend the meeting and their right to entrust agents to attend and vote at the meeting. The board of directors of the company has fully disclosed the contents of the proposals under consideration. The publication date of the notice of the meeting is 15 days from the date of the convening of the general meeting of shareholders.
4. After verification by our lawyers, the shareholders' meeting was held by combining on-site voting and online voting. Specifically, the on-site meeting of the shareholders' meeting was presided over by Lei Zihe, director of the company. The on-site meeting was held at 14:45 p.m. on January 18, 2022 in the conference room on the fifth floor of office building, No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province. At the same time, the company provides shareholders with an online voting platform for the general meeting of shareholders and accepts shareholders to vote online through the trading system and Internet voting system of Shenzhen Stock Exchange. The time of 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 18, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 18, 2022.
In conclusion, upon the review of our lawyers, the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 On the qualifications of the convener and the personnel attending the general meeting of shareholders
1. Convener
The general meeting of shareholders is convened by the board of directors of the company. According to the rules of the general meeting of shareholders and the articles of association, the board of directors of the company is qualified to convene this general meeting of shareholders.
2. As the chairman of the company, Mr. Wu Shenghui, was on a temporary business trip and the vice chairman, Mr. Zhuang Jianyi, was unable to attend the meeting due to the epidemic of covid-19 pneumonia, the director, Mr. Lei Zihe, was elected by more than half of the directors on site to preside over the shareholders' meeting.
3. Qualification of personnel attending the general meeting of shareholders
According to the notice of the meeting, as of the closing of Shenzhen Stock Exchange on the afternoon of January 12, 2022, the shareholders of a and B shares of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "registration and clearing institution") have the right to attend the general meeting of shareholders. If they are unable to attend for some reason, they can entrust agents in writing to attend the meeting and vote.
Our lawyers verified the legitimacy of the shareholder's qualification according to the register of shareholders provided by the securities registration and clearing institution, the signatures of the shareholders attending the meeting and the power of attorney, and verified the legitimacy of the shareholder's agent's qualification according to the power of attorney. A total of 14 shareholders and shareholders' agents attended the shareholders' meeting, representing 425875896 shares, accounting for 31.57% of the total voting shares of the company. Our lawyers believe that the qualifications of the above shareholders and their agents to attend and exercise voting rights at the general meeting of shareholders are legal and effective.
3. After verification by our lawyers, according to the voting statistics provided by Shenzhen Securities Information Co., Ltd., 23 shareholders participated in the online voting of the general meeting of shareholders, with 160741207 representative shares, accounting for 11.92% of the total voting shares of the company.
4. Upon verification by our lawyers, 37 shareholders and shareholders' agents attended the on-site meeting and online voting of the general meeting of shareholders, representing 586617103 shares, accounting for 43.49% of the total voting shares of the company. 5. Attendance of A-share shareholders
A total of 32 A-share shareholders and shareholders' agents attended the meeting, representing 546645425 shares, accounting for 52.29% of the voting shares of A-share shareholders of the company. Among them, 12 shareholders and shareholder agents attended the on-site meeting, representing 397858383 shares, accounting for 38.06% of the voting shares of A-share shareholders of the company; There are 20 shareholders and shareholders' proxies voting online, representing 1487042 shares, accounting for A-Shares of the company
6. Attendance of B-share shareholders
There were 5 B-share shareholders and their proxies attending the meeting, representing 39971678 shares, accounting for 13.16% of the voting shares of B-share shareholders of the company. Among them, 2 Shareholders and shareholder agents attended the on-site meeting, representing 28017513 shares, accounting for 9.23% of the voting shares of B-share shareholders of the company; There are 3 shareholders and shareholders' proxies voting through the Internet, representing 11954165 shares, accounting for 3.94% of the voting shares of B-share shareholders of the company.
7. Attendance of minority shareholders
A total of 24 minority shareholders and shareholders' agents (excluding directors, supervisors, senior managers, shareholders individually or jointly holding more than 5% of the company's shares and shareholders acting in concert with shareholders holding more than 5% of the company's shares) attended the meeting, representing 7498780 shares, accounting for 0.56% of the company's total voting shares.
8. After verification by our lawyers, in addition to the above-mentioned shareholders and shareholders' agents, 7 directors, 4 supervisors and 6 senior managers of the company attended and attended the general meeting of shareholders as nonvoting delegates; Our lawyers attended the shareholders' meeting as nonvoting delegates. Our lawyers believe that the above-mentioned persons are qualified to attend and attend the general meeting of shareholders as nonvoting delegates.
In conclusion, our lawyers believe that the qualifications of the convener of the shareholders' meeting and the personnel attending the shareholders' meeting comply with the provisions of the company law, the rules of the shareholders' meeting and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders and their proxies attending the shareholders' meeting reviewed the proposals listed in the notice of meeting. The on-site meeting of the shareholders' meeting held a open ballot, and the lawyers of the firm, the representatives of shareholders and supervisors of the company jointly counted and supervised the votes.
2. Shareholders and their proxies attending the on-site meeting of the general meeting of shareholders and shareholders participating in online voting voted on the matters submitted to the general meeting of shareholders for consideration and listed in the announcement by open ballot.
3. The company counted and monitored the on-site voting in accordance with the provisions of laws, regulations and normative documents, and announced the voting results on the spot.
4. The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number and statistics of online voting, and the company combined the voting results of on-site voting and online voting. 5. According to the consolidated statistical results, the voting conditions and results of the proposals listed in the shareholders' meeting are as follows. Among them, proposals (1), (2), (3) and (4) are major issues affecting the interests of small and medium-sized investors, and the voting conditions of small and medium-sized investors shall be listed separately:
(1) Deliberated and passed the proposal on daily connected transactions expected in 2022
General voting
6638081 shares were approved, accounting for 83.24% of the shares held by all shareholders attending the meeting; 1336830 opposed shares, accounting for 16.76% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting.
Voting of A-share shareholders
4098332 shares were approved, accounting for 76.05% of the voting rights held by the shareholders of A-Shares attending the meeting; 1290662 opposed shares, accounting for 23.95% of the voting rights held by the shareholders of A-Shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting rights held by shareholders of A-Shares attending the meeting.
Voting of B-share shareholders
2539749 shares were approved, accounting for 98.21% of the shares held by foreign shareholders attending the meeting; Against 46168 shares, accounting for 1.79% of the shares held by foreign shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by foreign shareholders attending the meeting.
Voting of minority shareholders
6161950 shares were approved, accounting for 82.17% of the shares held by minority shareholders attending the meeting; 1336830 shares opposed, accounting for 17.83% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by minority shareholders attending the meeting.
The proposal involves related party transactions. The related shareholder Guangdong Guangsheng Holding Group Co., Ltd. and its persons acting in concert, Guangdong Electronic Information Industry Group Co., Ltd., Hong Kong Huasheng Holding Co., Ltd., Guangsheng Investment Development Co., Ltd., the related shareholder Youchang lighting equipment Co., Ltd. holding 10.50% of the company's shares and its person acting in concert, Mr. Zhuang Jianyi, abstained from voting, And did not accept the entrusted voting of other shareholders on the proposal.
The proposal was deliberated and passed.
(2) The proposal on adjusting the allowance of independent directors was deliberated and adopted
General voting
585275785 shares were approved, accounting for 99.77% of the shares held by all shareholders attending the meeting; 1341318 opposed shares, accounting for 0.23% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting.
Voting of A-share shareholders
545354763 shares were approved, accounting for 99.76% of the voting rights held by the shareholders of A-Shares attending the meeting; 1290662 shares opposed, accounting for 0.24% of the voting rights held by shareholders of A-Shares attending the meeting; Abstained 0 shares, accounting for 0% of the voting rights held by the shareholders of A-Shares attending the meeting.
Voting of B-share shareholders
39921022 shares were approved, accounting for 99.87% of the voting rights held by the shareholders of B shares attending the meeting; 50656 opposed shares, accounting for 0.13% of the voting rights held by the shareholders of B shares attending the meeting; Abstained 0 shares, accounting for 0% of the voting rights held by the shareholders of B shares attending the meeting.
Voting of minority shareholders
6157462 shares were approved, accounting for 82.11% of the shares held by minority shareholders attending the meeting; 1341318 shares were opposed, accounting for 1% of the shares held by minority shareholders attending the meeting
