Notice of Fujian Tianheng United (Fuzhou) law firm on the first extraordinary general meeting of shareholders in Fujian Sanmu Group Co.Ltd(000632) 2022
Legal opinion
About Fujian Sanmu Group Co.Ltd(000632)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
[2021] Tianheng Fugu Zi No. 0030-07 to: Fujian Sanmu Group Co.Ltd(000632)
introduction
Entrusted by Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as "the company"), Fujian Tianheng United (Fuzhou) law firm appointed its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the meeting"), and in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China According to the provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and the articles of Association (hereinafter referred to as the articles of association) of China Securities Regulatory Commission, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, and based on the matters stated by the lawyer, this legal opinion is issued on the relevant matters of this meeting.
Lawyer's statement
In accordance with the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its 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.
The lawyer of the firm conducted the above verification, The following guarantees of the company have been obtained and taken as the premise and basis for issuing this legal opinion: the documents and materials (including but not limited to the resolution of the 39th meeting of the ninth board of directors, the notice on convening this meeting, the register of shareholders on the equity registration date of this meeting and the articles of association) and oral statements provided by the company to our lawyers are true and reliable Accurate, complete and valid, the copies of the documents provided are consistent with the original, the copies are consistent with the original, and the signatures and seals on all documents provided are true and valid; The company has provided all documents related to this meeting to our lawyers and disclosed all facts related to this meeting to our lawyers without any concealment, omission, falsehood or misleading.
In accordance with the provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies, our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of personnel attending the meeting, qualifications of conveners, voting procedures and voting results of the meeting. Our lawyers do not express opinions on the authenticity, legitimacy and effectiveness of the matters considered at this meeting and the contents involved.
Our lawyers are responsible for checking and formal examination of the business license, identity certificate of legal representative, power of attorney, ID card and other documents or certificates showing their identity and other materials proving their qualifications presented by the shareholders (or shareholders' agents) attending the on-site meeting, so as to ensure the authenticity and The shareholder (or shareholder's agent) shall be responsible for the legality and effectiveness; For the online voting part, this legal opinion directly quotes the online voting data and statistical results provided by the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. Our lawyers are not responsible for the authenticity, accuracy and completeness of such data and conclusions.
This legal opinion is only used by the company for the purpose of this meeting. This legal opinion shall not be used for any other purpose without the written consent of the firm or its lawyers. This legal opinion shall come into force after being signed by the person in charge of this office and the handling lawyer and stamped with the seal of this office, and shall be issued on the signing date of this legal opinion.
Text
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
On January 5, 2022, the 39th meeting of the ninth board of directors of the company made a resolution on convening this meeting.
On January 6, 2022, the board of directors of the company announced the notice of Fujian Sanmu Group Co.Ltd(000632) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the meeting) on the website designated by the CSRC. The notice of the meeting specifies the time, place, equity registration date and deliberation items of the meeting. (II) convening of this meeting
The meeting was held at 14:30 on January 21, 2022 in the conference room of IFC Fuzhou International Financial Center, 41st floor, No. 118 Jiangbin West Avenue, Taijiang District, Fuzhou, Fujian Province. The meeting was presided over by Mr. Lu Shaohui, chairman of the company.
Upon inspection, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
(I) convener of the meeting
The meeting was convened by the board of directors of the company.
(II) shareholders attending the meeting and their proxies
No shareholders were present at the meeting. According to the online voting data and statistical results provided by the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, there are 6 shareholders voting through the online voting system, representing 149238059 shares, accounting for 32.0584% of the total shares of the company.
The general situation of the attendance of minority shareholders is as follows: there are 4 minority shareholders voting through the Internet, representing 20887100 shares, accounting for 4.4868% of the total shares of the company.
The shareholders (or shareholders' agents) attending the meeting are all shareholders (or shareholders' agents) who are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and own the company's shares at the closing of trading in Shenzhen Stock Exchange on the afternoon of January 14, 2022.
(III) other personnel attending the meeting
In addition to the above shareholders (or shareholders' agents), the directors, supervisors and Secretary of the board of directors of the company attended the meeting, and the general manager and other senior managers of the company attended the meeting as nonvoting delegates.
Upon examination, our lawyers believe that the qualifications of the convener and attendees of the meeting comply with relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of this meeting
At this meeting, the matters listed in the meeting notice were considered and voted by online voting. There are no temporary proposals, deliberation and voting on temporary proposals at this meeting. The company obtains the online voting results through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange and counts the online voting results.
(I) proposal on adding directors of the company
Including: 1. Election of Mr. Lin Yu as a director of the ninth board of directors of the company
Voting: 144225159 shares agreed. Among them, the voting of minority shareholders: 15874200 shares agreed.
2. Election of Ms. Jiang Chunmei as a director of the ninth board of directors of the company
Voting: 144225159 shares agreed. Among them, the voting of minority shareholders: 15874200 shares agreed.
3. Election of Ms. Shao Xiaohui as a director of the ninth board of directors of the company
Voting: 144225159 shares agreed. Among them, the voting of minority shareholders: 15874200 shares agreed.
Voting results: according to the above voting, this proposal was passed. At this meeting, Lin Yu, Jiang Chunmei and Shao Xiaohui were elected as directors of the company by cumulative voting.
(II) proposal on providing financial assistance for the holding subsidiary Nanping Shimao New Era
Voting: 149214059 shares were approved, accounting for 99.9839% of the total voting shares of shareholders attending the meeting; Against 24000 shares, accounting for 0.0161% of the total voting shares of shareholders attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares of shareholders attending the meeting.
Among them, the voting of minority shareholders: 20863100 shares agreed, accounting for 99.8851% of the total voting shares of minority shareholders attending the meeting; Against 24000 shares, accounting for 0.1149% of the total voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting. Voting results: according to the above voting, this proposal was passed.
(III) proposal on financial assistance provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders
Voting: 149214059 shares were approved, accounting for 99.9839% of the total voting shares of shareholders attending the meeting; Against 24000 shares, accounting for 0.0161% of the total voting shares of shareholders attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares of shareholders attending the meeting.
Among them, the voting of minority shareholders: 20863100 shares agreed, accounting for 99.8851% of the total voting shares of minority shareholders attending the meeting; Against 24000 shares, accounting for 0.1149% of the total voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting. Voting results: according to the above voting, this proposal was passed.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Fujian Sanmu Group Co.Ltd(000632) 2022 comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the qualifications of the convener and attendees of the meeting are legal and valid, and the voting procedures and voting results of the meeting are legal and valid.
This is my opinion!
Handling lawyer of Fujian Tianheng United (Fuzhou) law firm:
Person in charge: Lin Hui
Chen Luxin
January 21, 2002
