The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and there are no false records, misleading statements or major omissions.
(2) Online voting time: The time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 17, 2021; The voting time through the Internet voting system of the Shenzhen Stock Exchange is any time from 9:15-15:00 on December 17, 2021.
3. On-site meeting place: the company meeting room on the third floor, No. 15, Software Road, Tianhe District, Guangzhou City, Guangdong Province.
6. The convening of this shareholders meeting complies with the “Company Law of the People’s Republic of China”, “Securities Law of the People’s Republic of China”, “Shenzhen Stock Exchange Stock Listing Rules”, “Listed Company Shareholders Meeting Rules” and other laws, administrative regulations, and departmental rules , Regulatory documents and the provisions of the “Articles of Association of Guangdong Desheng Technology Co., Ltd.”.
A total of 12 shareholders and authorized representatives of shareholders participated in the on-site meeting and online voting of this general meeting of shareholders, representing 79,323,321 voting shares of the company, accounting for 39.4781% of the company’s total shares.
The overall situation of the small and medium shareholders attending the meeting: There were 10 small and medium shareholders and shareholders’ authorized representatives who voted on-site and online, representing 95,121 voting shares of the company, accounting for 0.0473% of the company’s total shares.
A total of 3 shareholders and authorized representatives of shareholders participated in the on-site meeting of the shareholders meeting, representing 79,230,500 voting shares of the company, accounting for 39.4319% of the company’s total shares.
A total of 9 shareholders participated in the online voting of this shareholders meeting, representing 92,821 voting shares of the company, accounting for 0.0462% of the company’s total shares.
4. Attendance of other personnel
Company directors, supervisors, secretary of the company’s board of directors and lawyers from Beijing Tianyuan (Shenzhen) Law Firm attended the meeting, and some senior executives attended the meeting as nonvoting delegates.
3. Review and voting of proposals
The general meeting of shareholders adopted a combination of on-site voting and online voting for voting, and the following proposals were reviewed and passed one by one:
Proposal 1.00 “Proposal on Changing the Accounting Firm”
Total voting situation:
For 79,255,000 shares, accounting for 99.9139% of the shares held by all shareholders attending the meeting; against 33,300 shares, accounting for 0.0420% of the shares held by all shareholders attending the meeting; and 35,021 shares abstaining, accounting for 0.0441% of the shares held by all shareholders attending the meeting.
Total voting status of small and medium shareholders:
26,800 shares agreed, accounting for 28.1746% of the shares held by minority shareholders attending the meeting; 33,300 shares opposed, accounting for 35.0080% of the shares held by minority shareholders attending the meeting; 35,021 shares abstained, accounting for 36.8173% of the shares held by minority shareholders attending the meeting.
Voting result: approved.
4. Legal opinions issued by lawyers
1. Law firm name: Beijing Tianyuan (Shenzhen) Law Firm
2. Lawyer’s name: Zhang Rantong, Ma Rui
3. Concluding observations: Beijing Tianyuan (Shenzhen) Law Firm believes that the convening and convening procedures of the company’s shareholders’ meeting are in compliance with laws, administrative regulations, the “Regulations of the General Meeting of Shareholders” and the “Articles of Association”; shareholders attending this meeting The qualifications of the personnel and the qualifications of the convener of the on-site meeting of the general assembly are legal and valid; the voting procedures and voting results of this general meeting of shareholders are legal and valid.
Special announcement.
Board of Directors of Guangdong Desheng Technology Co., Ltd.
December 17, 2012
Beijing Tianyuan (Shenzhen) Law Firm
About Guangdong Desheng Technology Co., Ltd.
2021 Fifth Extraordinary General Meeting of Shareholders
legal advice
Jingtianguzi (2021) No. 708
To: Guangdong Desheng Technology Co., Ltd.
Guangdong Desheng Technology Co., Ltd. (hereinafter referred to as the “Company”) 2021 5th Extraordinary General Meeting of Shareholders (hereinafter referred to as the “Current General Meeting of Shareholders”) will be convened by a combination of on-site voting and online voting. The on-site meeting will be held in 2021. It was held at the company conference room on the third floor, No. 15, Software Road, Tianhe District, Guangzhou City, Guangdong Province at 14:00 pm on December 17th. Beijing Tianyuan (Shenzhen) Law Firm (hereinafter referred to as “the firm”) accepted the company’s appointment and appointed its lawyers to participate in the on-site meeting of the general meeting of shareholders, and in accordance with the “Company Law of the People’s Republic of China” and “Securities Law of the People’s Republic of China (2019) Annual Amendment) (hereinafter referred to as the “Securities Law”), “Listed Company Shareholders’ Meeting Rules (2016 Amendment)” (hereinafter referred to as the “Shareholders Meeting Rules”) and the “Articles of Association of Guangdong Desheng Technology Co., Ltd.” (hereinafter (Referred to as “Articles of Association”) and other relevant regulations, this legal opinion is issued on matters such as the convening, convening procedures, qualifications of persons attending the on-site meeting, qualifications of the convener, voting procedures and voting results of the meeting.
To issue this legal opinion, our lawyers reviewed the “Announcement on Resolutions of the Eighth Meeting of the Third Board of Directors of Guangdong Desheng Technology Co., Ltd.” and “Announcement on Resolutions of the Fifth Meeting of the Third Board of Supervisors of Guangdong Desheng Technology Co., Ltd.” Guangdong Desheng Technology Co., Ltd. Notice on Convening the Fifth Extraordinary General Meeting of Shareholders in 2021 (hereinafter referred to as the “Notice of General Meeting of Shareholders”) and other documents and materials deemed necessary by the lawyers of the firm. At the same time, it reviewed the shareholders attending the on-site meeting His identity and qualifications, witnessed the convening of this general meeting of shareholders, and participated in the on-site scrutiny and counting of votes in the general meeting of shareholders.
The law firm and its handling lawyers have occurred or existed before the date of issuance of this legal opinion in accordance with the “Securities Law”, “Administrative Measures for Law Firms Engaged in Securities Legal Business“, “Law Firms Securities Legal Business Practice Rules (for Trial Implementation)” and other provisions Facts, strictly fulfilled statutory duties, followed the principles of diligence, due diligence and good faith, and conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions expressed are legal, accurate, and non-existent False records, misleading statements, or major omissions, and bear corresponding legal liabilities.
The firm and the handling lawyers agreed to make this legal opinion a statutory document for the announcement of the general meeting of shareholders, and submit it to the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) along with other announcement documents for review and announcement, and to review the laws issued in accordance with the law. Opinion bears responsibility.
Our lawyers have checked and verified the documents and relevant facts provided by the company in accordance with the professional standards, ethics and diligence recognized by the lawyer industry. The legal opinions are as follows:
1. The convening and convening procedures of this general meeting of shareholders
The third board of directors of the company held its eighth meeting on December 1, 2021, and made a resolution to convene this shareholders meeting, and on December 2, 2021, it issued the “Notice of Shareholders Meeting” through the designated information disclosure media. The “Notice of the General Meeting of Shareholders” stated the time, place, deliberation items, voting methods and attendees of the general meeting of shareholders, etc.
The general meeting of shareholders was convened by a combination of on-site voting and online voting. The on-site meeting of the shareholders meeting was held at 14:00 on December 17, 2021 (Friday) in the company conference room on the third floor, No. 15, Software Road, Tianhe District, Guangzhou City, Guangdong Province, and was presided over by the chairman of the company, Mr. Xiaobin Guo. The entire meeting agenda was completed. The online voting of this general meeting of shareholders was conducted through the Shenzhen Stock Exchange trading system and the Internet voting system. The specific time for voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 17, 2021; those who vote through the Shenzhen Stock Exchange Internet voting system The specific time is any time between 9:15-15:00 on December 17, 2021.
The lawyers of the firm believe that the convening and convening procedures of this shareholders’ meeting are in compliance with laws, administrative regulations, the “Regulations of the Shareholders’ Meeting” and the “Articles of Association”.
2. Qualifications of the personnel and convener of the shareholders meeting
(1) Qualifications of personnel attending this general meeting of shareholders
A total of 12 shareholders and shareholders’ proxies (including online voting) attended the company’s general meeting of shareholders, holding a total of 79,323,321 voting shares of the company, accounting for 39.4781% of the company’s total shares, of which:
1. According to the relevant information provided by the shareholders attending the company’s on-site meeting such as the shareholder’s shareholding certificate, legal representative’s identity certificate, shareholder’s power of attorney and personal identity certificate, the shareholders and shareholder representatives (including shareholder proxies) who attended the on-site meeting of the shareholders’ meeting People) 3 people in total, who hold 79,230,500 voting shares of the company, accounting for 39.4319% of the company’s total shares.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders participated in the online voting of this general meeting of shareholders, who held 92,821 voting shares of the company, accounting for 0.0462% of the company’s total shares.
Company directors, supervisors, senior managers, shareholders (or shareholder proxies) other than shareholders (or shareholder proxies) (hereinafter referred to as “small and medium investors”) who individually or collectively hold more than 5% of the company’s shares, 10 representatives The company has 95,121 voting shares, accounting for 0.0473% of the company’s total shares.
In addition to the above-mentioned company shareholders and shareholder representatives, company directors, supervisors and lawyers of the firm attended the meeting, and senior management personnel attended the meeting as nonvoting delegates.
(2) The convener of this shareholders meeting
The convener of this shareholders meeting is the company’s board of directors.
The qualifications of shareholders of online voting shall be verified by the stock exchange system when they conduct online voting.
Upon verification, the lawyers of the firm believe that the qualifications of the attendees and the convener of the shareholders’ meeting are legal and valid.
3. Voting procedures and results of this general meeting of shareholders
After inspection, the matters voted at the shareholders’ meeting have been listed in the “Notice of the Shareholders’ Meeting”.
The general meeting of shareholders adopted a combination of on-site voting and online voting to deliberate and vote on the proposals included in the agenda, and did not put aside or not vote for any reason.
The on-site voting of the matters considered by the general meeting of shareholders shall be counted and scrutinized jointly by shareholder representatives, supervisors and the firm’s lawyers. The online voting of this general meeting of shareholders is subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company.
Based on the results of online voting and on-site voting, the voting results of the proposals reviewed by the shareholders meeting are as follows:
(1) “Proposal on Changing the Accounting Firm”
Voting results: 79,255,000 shares in favor, accounting for 99.9139% of the total voting shares held by all shareholders attending the general meeting; 33,300 shares opposed, accounting for 0.0420% of the total voting shares held by all shareholders attending the general meeting; abstention 35,021 shares, accounting for 0.0441% of the total number of voting shares held by all shareholders attending this general meeting.
Among them, small and medium investors voted as follows: 26,800 shares in favor, accounting for 28.1746% of the total voting shares held by small and medium investors attending the meeting; 33,300 shares against, accounting for 35.0080% of the total voting shares held by small and medium investors attending the meeting ; Abstaining 35,021 shares, accounting for 36.8173% of the total voting shares held by small and medium investors attending the meeting.
Voting result: approved
Our lawyers believe that the voting procedures and voting results of this general meeting are legal and valid.
4. Concluding comments
To sum up, the lawyers of the firm believe that the qualifications of the personnel and convener to attend the on-site meeting of the shareholders meeting are legal and valid; the convening and convening procedures of the company’s shareholders meeting are in compliance with laws, administrative regulations, “Shareholders Meeting Rules” and ” The provisions of the Articles of Association; the voting procedures and voting results of this general meeting of shareholders are legal and valid.
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