Beijing Dacheng (Shenzhen) law firm
About Guangdong Sunwill Precising Plastic Co.Ltd(002676)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Dacheng (Shenzhen) law firm
www.dentons. com.
Floor 3 and 4, building a, international innovation center, No. 1006, Shennan Avenue, Futian District, Shenzhen (518026)
3/F, 4/F, Block A，International Innovation Center,
No.1006 Shennan Boulevard, Futian District, Shenzhen, 518026, P.R. China Tel: +86 755-26224888 Fax: +86 755-26224100
January 2002
Dacheng Salans FMC snrdenton McKenna long dentons cn.
Beijing Dacheng (Shenzhen) law firm
About Guangdong Sunwill Precising Plastic Co.Ltd(002676)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Guangdong Sunwill Precising Plastic Co.Ltd(002676)
Beijing Dacheng (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Sunwill Precising Plastic Co.Ltd(002676) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “implementation rules”), and other laws Laws and regulations, normative documents and the current effective articles of Association (hereinafter referred to as the “articles of association”) provide legal opinions on Relevant Issues of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers attended and witnessed the convening of the shareholders’ meeting, checked the identity and qualification of shareholders / shareholders’ agents participating in the on-site meeting, and reviewed the original or photocopy of documents and materials related to the matters involved in the shareholders’ meeting, including but not limited to:
1. The company published the announcement on the resolution of the ninth (Interim) meeting of the Fifth Board of directors on cninfo.com, an information disclosure website designated by the CSRC, on January 4, 2022;
2. The company published the announcement on the resolutions of the eighth (Interim) meeting of the Fifth Board of supervisors on cninfo.com, an information disclosure website designated by the CSRC, on January 4, 2022;
Dacheng Salans FMC snrdenton McKenna long dentons cn.
3. The company published Guangdong Sunwill Precising Plastic Co.Ltd(002676) notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com, an information disclosure website designated by the CSRC, on January 4, 2022;
4. Identification documents of shareholders and agents, confirmation form for opening securities account / securities account information query form, power of attorney, etc.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms and 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 and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions. This office and the handling lawyer agree to announce this legal opinion together with the resolution of this general meeting of shareholders, and bear corresponding legal liabilities. 1、 Convening and convening procedures of this general meeting of shareholders (I) convening of this general meeting of shareholders
The company held the 9th (Interim) meeting of the 5th board of directors on December 30, 2021 and resolved to hold the first extraordinary general meeting of shareholders in 2022 on January 20, 2022.
On January 4, 2022, the board of directors of the company published the notice of Guangdong Sunwill Precising Plastic Co.Ltd(002676) on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com, an information disclosure website designated by the CSRC, announcing the time and place of the general meeting, the method of holding the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration method, etc, The date of publication of the announcement is 15 days from the date of convening the general meeting of shareholders. (II) convening of this general meeting of shareholders
Dacheng Salans FMC snrdenton McKenna long dentons cn.
The general meeting of shareholders is held by combining on-site meeting and online voting.
1. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 20, 2022 in the conference room on the second floor of the company, No. 6, Keyuan 1st Road, high tech Zone (Ronggui), Shunde District, Foshan City, Guangdong Province. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the meeting notice.
2. The specific time of online voting through the system of Shenzhen stock exchange is: 09:15 to 09:25 a.m., 09:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 20, 2022; The specific time of voting through the Internet system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 a.m. on January 20, 2022.
3. On January 20, 2021, the general meeting of shareholders was held as scheduled according to the notice of the meeting, and the on-site meeting was presided over by Ms. Mo Qiyan, chairman of the company.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, other laws, regulations, normative documents and the articles of association. 2、 Qualifications of the convener and attendees of the general meeting of shareholders (I) convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. (II) shareholders and their proxies attending the general meeting of shareholders
The lawyers of the firm checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of January 14, 2022. There were 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 223457190 voting shares of the company, Accounting for 31.04% of the total voting shares of the company.
Dacheng Salans FMC snrdenton McKenna long dentons cn.
In addition, according to the data provided by Shenzhen Securities Information Co., Ltd., 10 shareholders voted through the online voting system during the online voting time, representing 9988230 voting shares of the company, accounting for 1.3873% of the total voting shares of the company. (III) other persons attending or attending the general meeting of shareholders as nonvoting delegates
The company’s directors, supervisors, Secretary of the board of directors and the witness lawyers of the firm attended the on-site meeting of the general meeting of shareholders.
The lawyers of the firm believe that the qualifications of the convener of the general meeting of shareholders and the shareholders, shareholders’ agents and other personnel attending the on-site meeting of the general meeting of shareholders comply with the relevant provisions of the company law and other laws, administrative regulations, normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of the general meeting of shareholders (I) voting procedures of the general meeting of shareholders
The general meeting of shareholders will vote by combining on-site voting and online voting. The shareholders attending the on-site meeting voted on the proposals listed in the meeting notice by written open ballot. The online voting was conducted through the online voting system according to the time period determined in the meeting notice. The qualification of shareholders voting through the online voting system was verified by the organization provided by the online voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the online voting results to the company. The lawyers, shareholder representatives and supervisor representatives of the firm jointly counted and monitored the votes of on-site voting, counted the voting results of on-site voting and online voting, and separately counted the voting results of minority shareholders. (II) voting results of the general meeting of shareholders 1 The proposal on by election of non independent directors of the 5th board of directors 1.01 election of Mr. Zhang Fang as non independent director of the 5th board of directors was deliberated and adopted one by one
Dacheng Salans FMC snrdenton McKenna long dentons cn.
The bill takes cumulative votes.
Voting results: 223495661 shares agreed, accounting for 95.74% of the total voting shares held by all shareholders and shareholder agents attending the general meeting of shareholders (including online voting).
Among them, 38471 minority shareholders attending the meeting agreed, accounting for 0.39% of the total number of voting minority shareholders attending the general meeting. 1.02 election of Ms. Chen Dongyun as a non independent director of the 5th board of directors
The bill takes cumulative votes.
Voting results: 223495661 shares agreed, accounting for 95.74% of the total voting shares held by all shareholders and shareholder agents attending the general meeting of shareholders (including online voting).
Among them, 38471 minority shareholders attending the meeting agreed, accounting for 0.39% of the total number of voting minority shareholders attending the general meeting. 1.03 election of Ms. Xu Yidan as a non independent director of the 5th board of directors
The bill takes cumulative votes.
Voting results: 223495956 shares agreed, accounting for 95.74% of the total voting shares held by all shareholders and shareholder agents attending the general meeting of shareholders (including online voting).
Among them, 38766 minority shareholders attending the meeting agreed, accounting for 0.39% of the total number of voting minority shareholders attending the general meeting. 2. Deliberated and adopted the proposal on by election of shareholder representative supervisors of the Fifth Board of supervisors
The bill takes a non cumulative vote.
Voting results: 233162320 shares agreed, accounting for 99.8787% of the total voting shares held by all shareholders and shareholder agents attending the general meeting of shareholders (including online voting); 283100 objections; 0 shares waived.
Among them, 9705130 minority shareholders attending the meeting agreed, accounting for 97.1657% of the total number of voting minority shareholders attending the shareholders’ meeting; 283100 shares objected, accounting for 2.8343% of the total number of voting minority shareholders attending the shareholders’ meeting; 0 shares abstained, accounting for the voting right to attend the shareholders’ meeting
Dacheng Salans FMC snrdenton McKenna long dentons cn.
0% of the total shares of minority shareholders.
After verification, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law and other laws, administrative regulations, normative documents and the articles of association, and are legal and effective. 4、 Concluding observations
In conclusion, after verification, our lawyers believe that the company’s first extraordinary general meeting in 2022 will be convened and held according to the procedures, the qualifications of the convener and the participants, the voting procedures and the voting conclusion
