Beijing Jinchengtongda (Shenzhen) law firm
about
Shenzhen Huaqiang Industry Co.Ltd(000062)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Jin Shen FA Yi Zi [2022] No. 56
518000, floor 5, investment bank building, Fuhua 1st Road, Futian District, Shenzhen
Tel: 0755-2223 5518 Fax: 0755-2223 5528
Beijing Jinchengtongda (Shenzhen) law firm
about
Shenzhen Huaqiang Industry Co.Ltd(000062)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jin Shen FA Yi Zi [2022] No. 56 to: Shenzhen Huaqiang Industry Co.Ltd(000062)
Entrusted by Shenzhen Huaqiang Industry Co.Ltd(000062) (hereinafter referred to as "the company"), Beijing Jinchengtongda (Shenzhen) law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), and 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, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission, the guidelines for the governance of listed companies, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") issued laws, regulations and normative documents such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, as well as relevant provisions such as the articles of association of Shenzhen Huaqiang Industry Co.Ltd(000062) (hereinafter referred to as "the articles of association") and the rules of procedure of Shenzhen Huaqiang Industry Co.Ltd(000062) general meeting of shareholders (hereinafter referred to as "the rules of general meeting of shareholders"), Witnessed the relevant matters of the company's general meeting of shareholders and issued this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the articles of association, the rules of procedure of the general meeting of shareholders, the resolutions and announcement documents made by the board of directors of the company for convening this general meeting of shareholders, the notice of this general meeting of shareholders, the register of shareholders on the stock right registration date of this general meeting of shareholders Necessary documents and materials such as registration records and vouchers of shareholders attending the on-site meeting.
The company has assured the exchange that the documents and statements provided by the company to the exchange are true, accurate, complete and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed and provided to the exchange without concealment, falsehood and omission. The originals of the above documents and their signatures and seals are true and effective, and the copies, photocopies, scanned copies The duplicate is consistent with the original and the original.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, voting procedures and voting results comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, We will not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
The exchange agrees to announce this legal opinion as the legal document of the company's current general meeting of shareholders. This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company's current general meeting of shareholders. It shall not be used for any other purpose without the prior written consent of the exchange.
Based on the above, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued legal opinions on the relevant matters of the shareholders' meeting as follows: I. the convening and convening procedures of the shareholders' meeting
(I) convening procedures of this general meeting of shareholders
The board of directors of the company held a meeting of the board of directors on January 11, 2022 and decided to hold the general meeting of shareholders on January 27, 2022, which was published in the securities times and cninfo on January 12, 2022（ http://www.cn.info.com.cn. ）And other designated information disclosure media announced the notice of Shenzhen Huaqiang Industry Co.Ltd(000062) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022-004, hereinafter referred to as the "Notice of general meeting of shareholders").
The notice of the general meeting of shareholders has made a notice on the convener, convening method, time and place, equity registration date, attendees, deliberation items, registration method, online voting process and other matters of the general meeting of shareholders.
(II) convening procedures of the general meeting of shareholders
1. The shareholders' meeting was held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 27, 2022 in the conference room on the 6th floor, block a, Huaqiang Plaza, Huaqiang North Road, Futian District, Shenzhen. Presided over by Hu Xin'an, chairman of the company.
3. The time of online voting through the trading system of Shenzhen stock exchange is: the trading time period on January 27, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 27, 2022. After verification, the time, place and method of the shareholders' meeting are consistent with the notice of shareholders' meeting. In conclusion, our lawyers believe that the convening and convening of the general meeting of shareholders has performed the legal procedures and is in line 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、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) qualification of Convener
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of the company law, the rules of shareholders' meeting and other laws, regulations, normative documents and the articles of association.
(II) qualification of personnel attending the general meeting of shareholders
1. A total of 7 shareholders and their agents attended the on-site meeting of the general meeting of shareholders (the 7 persons held and represented the shares of 15 shareholders), representing 795290981 voting shares of the company, accounting for 76.0382% of the total voting shares of the company.
2. According to the online voting data of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as "information company"), 11 shareholders voted through the online voting system, holding 27025516 voting shares of the company, accounting for 2.5839% of the total voting shares of the company.
The qualification of shareholders who vote through the online voting system shall be verified by the information company.
In addition to the above shareholders and shareholders' agents attending the shareholders' meeting, the persons attending or attending the on-site meeting of the shareholders' meeting also include directors, supervisors, senior managers and lawyers of the firm.
In conclusion, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet 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 this general meeting of shareholders
(I) voting procedure
1. Witnessed by our lawyers, the shareholders' meeting deliberated on the deliberation items specified in the notice of shareholders' meeting, and the proposals deliberated were consistent with the contents of the notice of shareholders' meeting, without modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders voted one by one on the proposals listed in the notice of the general meeting of shareholders by open ballot. The vote counting and supervision of the on-site meeting of the general meeting of shareholders are jointly responsible by the representatives of the company's shareholders, supervisors and lawyers of the firm, and the voting results are announced on the spot. 3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After the online voting, the information company provided the company with the statistical data of online voting, and the company combined the voting results of on-site voting and online voting.
(II) voting results
According to the statistics of voting results, the voting results of this shareholders' meeting are as follows:
1. Proposal on the prediction of the guarantee amount provided by the company and its holding subsidiaries for the holding subsidiaries
822212389 shares were approved, accounting for 99.9873% of the total voting shares attending the general meeting of shareholders; Against 104108 shares, accounting for 0.0127% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors: 80358756 shares were agreed, accounting for 99.8706% of the total voting shares of small and medium-sized investors and their agents attending the general meeting of shareholders; Against 104108 shares, accounting for 0.1294% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the general meeting of shareholders.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting. In conclusion, our lawyers believe 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 conveners and attendees, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the resolutions of this general meeting of shareholders are legal and effective. This legal opinion is made in duplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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Principal: witness lawyer:
Witness lawyer:
January 27, 2022
