Beijing Zhonglun law firm
About Guoguang Electric Company Limited(002045)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Guoguang Electric Company Limited(002045)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Guoguang Electric Company Limited(002045)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of Guoguang Electric Company Limited(002045) (hereinafter referred to as “the company”), is entrusted by the company to appoint lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”). In accordance with 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 (revised in 2022) (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations, normative documents and the Guoguang Electric Company Limited(002045) articles of Association (hereinafter referred to as the “articles of association”), Witness the shareholders’ meeting and give legal opinions.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting comply with the company law, the rules of the 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.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue legal opinions as follows: I. convening and convening procedures of this general meeting of shareholders
Upon inspection, according to the resolution of the 8th meeting of the 10th board of directors of the company, the company issued the notice of Guoguang Electric Company Limited(002045) on convening the first extraordinary general meeting of shareholders in 2022 on the designated media on January 5, 2022, and its contents comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and the articles of association.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 15:00 p.m. on January 20, 2022 in the office of the company’s administrative building, No. 8 Jinghu Avenue, Xinya street, Huadu District, Guangzhou; Online voting is conducted 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 20, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 20, 2022. The time and place of the meeting shall comply with the contents of the meeting notice.
It is verified that the convening and convening procedures 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.
2、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
The equity registration date of this shareholders’ meeting is January 13, 2022. Upon inspection, 21 shareholders and entrusted agents attended the general meeting of shareholders, and the total number of voting shares held was 141843906, accounting for 31.4768% of the total number of voting shares of the company; Among them, there are 8 shareholders and their authorized agents attending the on-site meeting, and the total number of voting shares held by them is 141417745, accounting for 31.3822% of the total number of voting shares of the company; A total of 13 shareholders participated in online voting, with a total of 426161 voting shares, accounting for 0.0946% of the total voting shares of the company.
The shareholders’ meeting was convened by the board of directors of the company. Some directors, supervisors and board secretaries of the company attended the on-site meeting of the shareholders’ meeting. Due to the influence of the epidemic caused by New Coronavirus, our lawyer attended the meeting with a remote video conference. Some senior management personnel attended the meeting of the shareholders’ meeting. The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders and the convener 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
It was witnessed that the on-site meeting of the company’s general meeting voted by open ballot on the matters listed in the announcement, and counted, monitored and counted the votes according to the procedures specified in the articles of association. According to the statistics of on-site voting and online voting results, the voting results of this shareholders’ meeting are as follows:
1. Review the proposal on changing the provision of financial assistance and related party transactions to joint-stock companies
(1) General voting
Valid attendance table valid attendance valid attendance valid attendance valid attendance valid attendance valid
Affirmative votes voting shares negative votes voting shares abstention votes voting shares voting results total proportion total proportion
140945245 99.3664% 892161 0.6290% 6500 0 0.0046% passed
(2) Voting of small and medium-sized investors
Proportion of valid statements in valid statements in valid voting shares in affirmative votes in total voting shares in total voting shares in total abstaining votes in total voting shares in total
8,500 0.9370% 892,161 98.3465% 6,500 0.7165%
2. Review the proposal on Amending the articles of association
(1) General voting
Valid attendance table valid attendance valid attendance valid attendance valid attendance valid attendance valid
Affirmative votes voting shares negative votes voting shares abstention votes voting shares voting results total proportion total proportion
141425845 99.7053% 92300 0.0651% 325761 0.2297% passed
(2) Voting of small and medium-sized investors
Proportion of valid statements in valid statements in valid voting shares in affirmative votes in total voting shares in total voting shares in total abstaining votes in total voting shares in total
489,100 53.9155% 92,300 10.1746% 325,761 35.9099%
3. Review the proposal on Amending the rules of procedure of the board of supervisors
(1) General voting
Valid attendance table valid attendance valid attendance valid attendance valid attendance valid attendance valid
Affirmative votes voting shares negative votes voting shares abstention votes voting shares voting results total proportion total proportion
140945245 99.3664% 572900 0.4039% 325761 0.2297% passed
(2) Voting of small and medium-sized investors
Proportion of valid statements in valid statements in valid voting shares in affirmative votes in total voting shares in total voting shares in total abstaining votes in total voting shares in total
8,500 0.9370% 572,900 63.1531% 325,761 35.9099%
Proposal 1 is passed by ordinary resolution, which has been passed by more than 1 / 2 of the total voting shares held by shareholders or shareholders’ agents attending the shareholders’ meeting. Proposals 2 and 3 are passed by special resolution and have been passed by more than 2 / 3 of the total voting shares held by shareholders or shareholders’ agents attending the general meeting of shareholders.
Minutes of the general meeting of shareholders have been made, which shall be signed and filed by the directors, supervisors and Secretary of the board of directors attending the meeting.
It has been verified that the voting procedures 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, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, and the voting procedures of the company’s general meeting are in line with the provisions of the company law, the rules of general meeting and other laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
The above legal opinions are only for the company’s announcement along with the resolution announcement of the general meeting of shareholders, and shall not be used for any other purpose or purpose without the written consent of the exchange.
[no text below]
(this page is the signature and seal page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Guoguang Electric Company Limited(002045) 2022)
Beijing Zhonglun law firm (seal)
Principal: Handling lawyer:
Zhang Xuebing, Yu Hongbin
Holcombe
specific date
