Beijing Deheng Law Firm
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Jilin Oled Material Tech Co.Ltd(688378) of the first extraordinary general meeting of shareholders in 2022
Legal opinion
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Beijing Deheng Law Firm
about
Jilin Oled Material Tech Co.Ltd(688378)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Deheng 01g20200521-08 to: Jilin Oled Material Tech Co.Ltd(688378)
Entrusted by Jilin Oled Material Tech Co.Ltd(688378) (hereinafter referred to as "the company"), Beijing Deheng Law Firm appointed lawyer Gu Yatao and Lawyer Wang Xin (hereinafter referred to as "the lawyer") to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), to witness the legitimacy of the general meeting of shareholders and give legal opinions.
This legal opinion is 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 currently effective laws and regulations Normative documents and the Jilin Oled Material Tech Co.Ltd(688378) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's shareholders' meeting. At the same time, our lawyers attended the on-site meeting of the shareholders' meeting, participated in the verification of the identity documents of the on-site participants according to law, and witnessed the whole process of convening, voting and forming resolutions of the shareholders' meeting.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
In accordance with the provisions of the securities law, 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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 bear corresponding legal liabilities.
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
At the 10th meeting of the 4th board of directors held on December 29, 2021, the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On December 31, 2021, the company published in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Published the notice of Jilin Oled Material Tech Co.Ltd(688378) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders"). The notice of the general meeting of shareholders specifies the convener, voting method, on-site meeting time, online voting time, on-site meeting place, meeting deliberations, equity registration date, meeting participants, meeting registration method, etc.
The shareholders' meeting was convened by the board of directors of the company. Mr. Xuan Jingquan, chairman of the board of directors, was unable to preside over the meeting for some reason. The meeting was presided over by Ms. Zhan Guihua, director of the company, upon the recommendation of more than half of the directors of the company.
The general meeting of shareholders is held by combining on-site voting and online voting, including:
1. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 18, 2022 in the company conference room on the 19th floor of Hongqi building, No. 5666, high tech Zone, Changchun.
2. The specific time for online voting through the voting platform of the trading system of Shanghai Stock Exchange at this general meeting of shareholders is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 18, 2022; The specific time of voting through the Internet voting platform of Shanghai Stock Exchange is: 9:15-15:00 on January 18, 2022. The actual time, place and other matters of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of participants and conveners of the general meeting of shareholders
1. Shareholders, shareholders' agents and other personnel attending the on-site meeting of the general meeting of shareholders
A total of 2 Shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 483400 shares, accounting for 0.66% of the total shares of the company. Shareholders and shareholders' agents attending the on-site meeting hold legal certificates of attending the general meeting of shareholders. Some directors and supervisors of the company attended the on-site meeting, the Secretary of the board of directors attended the meeting in the form of video due to epidemic prevention, and some senior managers and witness lawyers of the company attended the on-site meeting as nonvoting delegates. The convener of this general meeting of shareholders is the board of directors of the company.
2. Shareholders participating in online voting of the general meeting of shareholders
According to the statistics of relevant data provided by Shanghai Stock Exchange, there are 5 shareholders voting through the online voting system within the effective time of online voting, representing 14604577 shares, accounting for 19.97% of the total shares of the company. The lawyers of the firm believe that the qualifications of the participants and conveners of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Upon review, the matters voted at the general meeting of shareholders have been listed in the notice of general meeting of shareholders.
The general meeting of shareholders adopted a combination of on-site voting and online voting to consider and vote on the proposals listed in the announcement, which were not shelved or not voted for any reason, and the votes of small and medium-sized investors were counted separately according to law.
The shareholders and their proxies attending the on-site meeting of the company's general meeting voted by open ballot on the proposals listed in the announcement. The company counted, counted and monitored the votes according to the procedures specified in the articles of association, and announced the voting situation on the spot.
The shareholders who choose to vote online have voted online on the proposals listed in the announcement through the online voting system within the effective time. Shanghai stock exchange provided the company with the total number of voting rights and voting statistics of online voting at the general meeting of shareholders.
According to the consolidated statistics of the voting results of on-site voting and online voting, the following proposals considered at the general meeting of shareholders have been voted and adopted by the voting shareholders and shareholders' proxies at the meeting, as follows:
1. Proposal on foreign investment in industrial funds and related party transactions
Agreed: 15087977 shares, accounting for 100% of the valid voting shares attending the meeting;
Objection: 0 shares, accounting for 0% of the number of valid voting shares attending the meeting;
Abstention: 0 shares, accounting for 0% of the number of valid voting shares attending the meeting;
Affiliated shareholders Xuan Jingquan, Wang Yanli, Li Jixuan, Xuan Lingyi, Li Hongzhen, Changchun Juhai investment partnership (limited partnership), Yin Enxin and Qu Zhiheng avoided voting.
The voting result of this proposal is passed.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the main qualifications of the convener and participants, the voting procedures, the voting results and the resolutions of the shareholders' meeting of the company comply with the company law, the rules of the shareholders' meeting and other laws, regulations, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being sealed by the office and signed by the handling lawyer.
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