11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11. 12 / F, Taiping financetower, Yitian road 6001, Futian District, Shenzhen, P.R.China 518017 Tel. (0755) 88265064, 88265288 fax.: (0755)88265537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Lens Technology Co.Ltd(300433) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi [2022] No. 023 to: Lens Technology Co.Ltd(300433)
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 (hereinafter referred to as the "rules") and other laws and regulations, as well as the current effective articles of Association (hereinafter referred to as the "articles of association"), Guangdong Xinda law firm (hereinafter referred to as "Xinda") accepts the entrustment of your company, Appoint lawyer Cai Yiwen and lawyer Cong Qilu (hereinafter referred to as "Xinda lawyer") to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and on the basis of necessary verification, review the convening, convening procedures, attendees and Convener qualifications of the general meeting of shareholders of your company Give witness opinions on voting procedures and results.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 13, 2022, the board of directors of your company published the notice of Lens Technology Co.Ltd(300433) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter collectively referred to as the "Notice of the board of directors") on the website of cninfo, including the matters to be discussed, the objects to attend the meeting, the registration measures and other related matters.
Lawyer Xinda believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(II) convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company's notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, the main contents of your company's notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. At 14:00 on January 28, 2022, at the intersection of Yuanda third road and Jinsha Road in Changsha, the VIP meeting room on the first floor of Huanghua Park office building of Lens Technology Co.Ltd(300433) (Changsha) Co., Ltd. was held as scheduled. The actual time and voting method of the meeting were the same as those notified in the notice of the meeting, The meeting was presided over by Rao qiaobing, a director jointly elected by more than half of the directors of the company. Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to the XinDa lawyer's check and check on the shareholders' names of the shareholders attending the meeting and the relevant statutory securities registration institutions ending the closing of the Shenzhen stock exchange in January 21, 2022, the name of the shareholders, shareholder cards and ID number of the shareholders attending the shareholders' meeting are identical with the records of the shareholders' names.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
All directors, supervisors, senior managers and Xinda lawyers of your company also attended or attended the shareholders' meeting (including video).
(III) qualification of convener of this general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders' agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
(I) proposals to be deliberated at this shareholders' meeting
According to the announcement of the board of directors, the shareholders' meeting considered the following matters:
1. Proposal on borrowing from controlling shareholders and related party transactions;
2. Proposal on amending some articles of the articles of association.
(II) voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the shareholders' meeting voted on the proposal included in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network voting
According to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of this shareholders' meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(III) voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders' meeting was adopted after combining the results of on-site and online voting. Specifically:
1. The proposal on borrowing from controlling shareholders and related party transactions was deliberated and adopted
Voting results: 138465801 shares were approved, accounting for 98.4584% of the total number of valid voting shares attending the meeting; 790175 opposed shares, accounting for 0.5619% of the total number of valid voting shares attending the meeting; 1377788 shares were abstained, accounting for 0.9797% of the total number of valid voting shares attending the meeting.
Among them, the voting results of minority shareholders: 131315563 shares were agreed, accounting for 98.3759% of the total number of valid voting shares held by minority shareholders attending the meeting; 790175 opposed shares, accounting for 0.5920% of the total number of valid voting shares held by minority shareholders attending the meeting; 1377788 shares were abstained, accounting for 1.0322% of the total number of valid voting shares held by minority shareholders attending the meeting.
The controlling shareholders, actual controllers and persons acting in concert of the company, as related parties having an interest in the transaction, avoided voting on the proposal.
2. The proposal on amending some articles of the articles of association was deliberated and adopted
Voting results: 3230990134 shares were approved, accounting for 99.9326% of the total number of valid voting shares attending the meeting; 794575 opposition shares, accounting for 0.0246% of the total number of valid voting shares attending the meeting; 1384488 shares were abstained, accounting for 0.0428% of the total number of valid voting shares attending the meeting.
The proposal was approved by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives attending the meeting.
Lawyer Xinda believes that the deliberation proposals, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association. The qualifications of the personnel attending or attending the meeting as nonvoting delegates and the convener are legal and effective, and the voting procedures of the general meeting of shareholders are legal, The resolution of the Lens Technology Co.Ltd(300433) 2022 first extraordinary general meeting of shareholders formed at the meeting is legal and effective.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders. This legal opinion is made in two originals without copies.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Lens Technology Co.Ltd(300433) 2022)
Guangdong Xinda law firm
Person in charge: Handling lawyer:
Lin Xiaochun, Cai Yiwen
Cong Qilu
January 28, 2022
