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Guangdong Huashang law firm
About Ocean'S King Lighting Science & Technology Co.Ltd(002724)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2022
Guangdong Huashang law firm
About Ocean'S King Lighting Science & Technology Co.Ltd(002724)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Ocean'S King Lighting Science & Technology Co.Ltd(002724)
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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, regulations and normative documents of the China Securities Regulatory Commission, Guangdong Huashang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Ocean'S King Lighting Science & Technology Co.Ltd(002724) (hereinafter referred to as "the company"), appointed lawyer Zhang Xin and lawyer he Qing to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), and issued this legal opinion on Relevant Issues of the general meeting of shareholders in accordance with the law.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders' meeting and the relevant facts or data expressed in such proposals.
This legal opinion is only for the purpose of this general meeting of shareholders. No one may use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce the legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion.
In view of this, our lawyers give the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion:
1、 On the convening and convening of this general meeting of shareholders
The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the first extraordinary meeting of the Fifth Board of directors in 2022, On January 11, 2022, the board of directors announced the company's notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "method of general meeting of shareholders, attendees, meeting registration measures") on the legal information disclosure media.
After verification, 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 Wednesday, January 26, 2022 in the conference room on the 6th floor of Ocean'S King Lighting Science & Technology Co.Ltd(002724) science and technology building, 1601 Gaoxin Road, Guangming New Area, Shenzhen, and was presided over by Mr. Zhou Mingjie, chairman of the company; The company adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 26, 2022; The specific time of voting through the Internet system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on January 26, 2022.
The lawyer of the firm believes that the time, method and content of the notice of the general meeting of shareholders issued by the company comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of Association; The actual time, place and content of the shareholders' meeting are consistent with those in the notice of shareholders' meeting. The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. After checking the company's register of shareholders, identity certificates and power of attorney of shareholders and their representatives attending the on-site meeting provided by the company, and according to the online voting data provided by Shenzhen Securities Information Co., Ltd., the shareholders and their representatives attending the general meeting are as follows:
A total of 20 shareholders and shareholder agents who attended and voted at the on-site meeting and participated in online voting were shareholders registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives. The total number of voting shares held by them was 528423710, accounting for 67.7614% of the total number of voting shares of the company.
(1) Shareholders and shareholders' representatives attending the on-site meeting
According to the signatures of the participants and the power of attorney, there are 16 shareholders and representatives attending the on-site meeting of the general meeting of shareholders, all of whom are registered in the Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives at the closing of the market on the afternoon of January 20, 2022. The total number of voting shares held is 526731170, Accounting for 67.5444% of the total voting shares of the company.
Our lawyers believe that the qualifications of the above shareholders or shareholders' representatives to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the online voting data provided by Shenzhen Securities Information Co., Ltd. authorized by Shenzhen Stock Exchange, there are 4 shareholders participating in online voting, and the number of voting shares held is 1692540, accounting for 0.2170% of the total voting shares of the company.
In addition to the above shareholders and shareholders' representatives, other personnel attending the meeting are directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel attending the on-site meeting of the company's general meeting of shareholders are legal and valid.
(II) qualification of the convener of the general meeting of shareholders
According to the notice of shareholders' meeting, the convener of this shareholders' meeting is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts a combination of open voting and online voting.
The shareholders who participated in the on-site voting voted on all proposals by open ballot, and the shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes.
Shareholders participating in online voting shall vote through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange, and vote by open ballot in accordance with the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders' meeting.
After all the voting at the general meeting of shareholders, the company consolidated the voting results of on-site and online voting, and the shareholders and their proxies attending the general meeting of shareholders did not raise any objection to the voting results. The minutes and resolutions of the meeting shall be signed by the directors and supervisors of the company attending the meeting.
(II) voting results
The general meeting of shareholders adopted a combination of on-site open voting and online voting, and considered and adopted the following proposals:
1. The proposal on investment in the establishment of a holding subsidiary and related party transactions of Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) Public Lighting Technology Co., Ltd. was deliberated and adopted
The voting results are as follows:
523035889 shares were approved, accounting for 99.8184% of the valid voting shares attending the meeting; 951601 opposition shares, accounting for 0.1816% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 15589191 shares were agreed, accounting for 94.2469% of the total number of valid voting shares held by small and medium-sized investors; Against 951601 shares, accounting for 5.7531% of the total number of valid voting shares held by small and medium-sized investors; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors. 2. The proposal on investment in the establishment of a holding subsidiary and related party transactions of Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd. was deliberated and adopted
The voting results are as follows:
523121929 shares were approved, accounting for 99.8184% of the valid voting shares attending the meeting; 951601 opposition shares, accounting for 0.1816% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 15589191 shares were agreed, accounting for 94.2469% of the total number of valid voting shares held by small and medium-sized investors; Against 951601 shares, accounting for 5.7531% of the total number of valid voting shares held by small and medium-sized investors; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors. 3. The proposal on investment in the establishment of a holding subsidiary and related party transactions of Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) Petrochemical Lighting Technology Co., Ltd. was deliberated and adopted
The voting results are as follows:
523121929 shares were approved, accounting for 99.8184% of the valid voting shares attending the meeting; 951601 opposition shares, accounting for 0.1816% of the number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 15589191 shares were agreed, accounting for 94.2469% of the total number of valid voting shares held by small and medium-sized investors; Against 951601 shares, accounting for 5.7531% of the total number of valid voting shares held by small and medium-sized investors; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors.
4. The proposal on providing guarantee for Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) Lighting Engineering Co., Ltd. to apply for comprehensive credit from the bank was deliberated and adopted
The voting results are as follows:
528417410 shares were approved, accounting for 99.9988% of the valid voting shares attending the meeting; Against 300 shares, accounting for 0.0001% of the number of valid voting shares attending the meeting; 6000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the number of valid voting shares attending the meeting.
Voting of small and medium-sized investors: 16534492 shares agreed, accounting for 99.9619% of the total number of valid voting shares held by small and medium-sized investors; Against 300 shares, accounting for 0.0018% of the total number of valid voting shares held by small and medium-sized investors; 6000 shares abstained, accounting for 0.0363% of the total number of valid voting shares held by small and medium-sized investors.
After verification, the proposals considered at this shareholders' meeting have been adopted by more than half of the total number of valid voting shares held by shareholders attending the meeting. Among them, proposal 1, proposal 2 and proposal 3 discussed at this shareholders' meeting involve related party transactions, and related shareholders have avoided voting. This shareholders' meeting does not involve special resolutions, and there is no amendment to the original proposal or addition of new proposals.
The lawyers of the firm believe that the matters discussed at the general meeting of shareholders of the company are consistent with those listed in the announcement, the voting procedures and votes of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, as well as the voting procedures of the company's general meeting of shareholders are in line with the relevant provisions of laws, regulations and the articles of association, and the resolutions of the general meeting of shareholders thus made are legal and effective.
This legal opinion is made in quintuplicate.
(this page is the signature page of the legal opinion of Guangdong Huashang law firm on the first extraordinary general meeting of shareholders in Ocean'S King Lighting Science & Technology Co.Ltd(002724) 2022, without text) Guangdong Huashang law firm
Person in charge: Handling lawyer:
Gao Shu Zhang Xin
He Qing
specific date
