Shandong Huiqin law firm
About Shenzhen Capstone Industrial Co.Ltd(000038)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) Shan huilv opinion No. [01] to: Shenzhen Capstone Industrial Co.Ltd(000038)
Shandong Huiqin law firm (hereinafter referred to as the firm) accepts the entrustment of Shenzhen Capstone Industrial Co.Ltd(000038) (hereinafter referred to as the company or your company) and appoints lawyers to attend the [2022 first extraordinary] general meeting of shareholders of the company (hereinafter referred to as the general meeting of shareholders). 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 the Shenzhen Capstone Industrial Co.Ltd(000038) articles of Association (hereinafter referred to as the “articles of Association”), the lawyers of the firm have made a detailed analysis of the convening and convening procedures, the qualifications of the participants and conveners, the voting methods The legality and effectiveness of the voting procedures and results have been examined, and this legal opinion has been issued.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants of the meeting, the legitimacy and validity of the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling 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.
This legal opinion is only used by your company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. Our lawyers agree that your company will disclose this legal opinion to the public together with other information disclosure materials of your company’s shareholders’ meeting, and bear corresponding responsibilities for this legal opinion according to law.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was proposed to be convened by the 10th board of directors of the company. The notice of convening this general meeting of shareholders was published in the form of announcement on [China Securities Journal], securities times, Shanghai Securities News and cninfo.com on [January 21, 2022]（ http://www.cn.info.com.cn. ）]Come on. The announcement issued by the company specifies the time and place of the meeting, and explains that shareholders have the right to attend and can entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method of shareholders attending the meeting, and the combination of on-site voting and online voting.
According to the above announcement, the shareholders’ meeting was held as scheduled at [17 / F, East Tower, Kaixuan building, No. 43, Donghai West Road, Shinan District, Qingdao] at 14:30 on February 9, 2022. The time and place of the meeting were in line with the notice.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are legal and effective.
2、 Qualifications of the convener of the general meeting of shareholders
The shareholders’ meeting was convened by the [10th] board of directors of the company (hereinafter referred to as the current board of directors). The current board of directors of the company is elected by the general meeting of shareholders of the company. The directors of the company have the legal qualification to serve as directors of the company. There is no situation in which the board of directors of the company is unable to perform its functions and powers.
After verification, our lawyers believe that the qualification of the current board of directors as the convener of the general meeting of shareholders is legal and valid.
3、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders attending the on-site meeting and their entrusted agents
After checking the register of shareholders of the company and the identity certificates of shareholders attending the meeting provided by the company, the lawyer confirmed that there were 2 shareholders attending the shareholders’ meeting and authorized agents, representing 285960643 shares, accounting for 54.70% of the total shares.
2. Shareholders participating in online voting
According to the statistics through the trading system and Internet voting system of Shenzhen Stock Exchange (collectively referred to as “network system”) and confirmed by the company, there are 6 shareholders voting through the network system during the network voting time, representing 197620 shares, accounting for 0.04% of the total shares.
3. Directors, supervisors, senior managers and lawyers employed by the company
After verification, our lawyers believe that the qualifications of the above personnel attending the general meeting of shareholders are legal and valid. 4、 Voting procedures and results of this general meeting of shareholders
The voting procedures and results of the proposals considered at this meeting are as follows:
The shareholders and their proxies attending the on-site meeting voted on the proposal by open ballot. The company monitored, checked and counted the votes in accordance with relevant regulations. After the online voting, the voting results of the on-site voting and online voting of the proposal were combined and counted.
The shareholders’ meeting considered the following proposals:
1.00 proposal on proposed change of accounting firm
Voting: 286157063 shares were approved, accounting for 99.99% of the total number of valid voting shares held by all shareholders attending the meeting; 1200 opposed shares, accounting for 0.01% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors:
196420 shares were approved, accounting for 99.39% of the shares held by minority shareholders attending the meeting; Against 1200 shares, accounting for 0.61% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result: the proposal was passed.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of attendees, the voting procedures and voting results of this general meeting of shareholders are in line with the relevant provisions of the company law, rules, articles of association and relevant laws and regulations, and the voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in quadruplicate, with the same legal effect.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shandong Huiqin law firm on [ Shenzhen Capstone Industrial Co.Ltd(000038) the first extraordinary general meeting of shareholders in 2022]) person in charge of Shandong Huiqin law firm: Feng Enjie
Handling lawyer: Zhang Huiquan
Kaochen
February 9, 2022
