Beijing Guofeng (Shenzhen) law firm
About Shenzhen Aisidi Co.Ltd(002416)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. C0009
To: Shenzhen Aisidi Co.Ltd(002416)
Entrusted by Shenzhen Aisidi Co.Ltd(002416) (hereinafter referred to as "your company"), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as "our firm") appointed lawyers to attend the on-site meeting of the first extraordinary general meeting of shareholders in 2022 held by your company.
According to 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, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws This legal opinion is issued in accordance with the relevant provisions of the regulations, normative documents and the Shenzhen Aisidi Co.Ltd(002416) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting and consulted the relevant documents for convening the shareholders' meeting, including but not limited to:
1. On January 18, 2022, your company published the notice of Shenzhen Aisidi Co.Ltd(002416) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) in the media meeting the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC");
2. On October 28, 2021 On December 24, 2021 and January 18, 2022, the announcement on the resolutions of the 19th (Interim) meeting of the 5th board of directors, Shenzhen Aisidi Co.Ltd(002416) , the announcement on the resolutions of the 21st (Interim) meeting of the 5th board of directors and the announcement on the resolutions of the 22nd (Interim) meeting of the 5th board of directors were published in the media meeting the conditions specified by the CSRC;
3. Register of shareholders, identity certificates of shareholders and their authorized representatives, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the verification of our lawyers, this general meeting of shareholders was decided by the 22nd (Interim) meeting of the 5th board of directors held on January 17, 2022. On January 18, 2022, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company's notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company's notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and method of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:00 p.m. on Thursday, February 10, 2022 in conference room Shenzhen Aisidi Co.Ltd(002416) a, 18 / F, Nanshan financial building, No. 83 Kefa Road, Nanshan District, Shenzhen. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time of voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 10, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on February 10, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Ms. Zhou Youmeng, vice chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders attending the general meeting of shareholders and their authorized representatives
The lawyers of the firm checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of January 27, 2022 (equity registration date). There were 14 shareholders and authorized representatives of shareholders attending the on-site meeting of the general meeting of shareholders, 534909939 voting shares representing your company, accounting for 43.1629% of the total voting shares of your company. The shareholders and their authorized representatives attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 19 shareholders voted through the online voting system during the online voting time, representing 3017895 voting shares of your company, accounting for 0.2435% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
The directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
The lawyers of the firm believe that the qualification of shareholders, authorized representatives and other personnel of shareholders attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the relevant provisions of the company law and other laws, regulations and normative documents as well as the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders attending the on-site meeting of the general meeting of shareholders and the authorized representatives of shareholders deliberated on the proposal listed in the notice of the general meeting of shareholders, and voted on the proposal by open ballot, Among them, the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders' meeting are as follows:
1. Proposal on passive external financial assistance and related party transactions caused by the transfer of control right of Shenzhen No. 1 Machine Technology Co., Ltd
Voting: 536371337 shares were approved, accounting for 99.9505% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 265717 opposed shares, accounting for 0.0495% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; Abstain 100 shares, accounting for 0% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 3257327 shares were agreed, accounting for 92.4551% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 265717 shares, accounting for 7.5420% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; Abstained 100 shares, accounting for 0.0028% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
Affiliated shareholders Zhou Youmeng and Mi Zedong have avoided voting, and the number of shares held by them is not included in the total number of voting shares mentioned above.
2. Proposal on developing bill pool business
Voting: 534450990 shares were approved, accounting for 99.3537% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 3468744 opposed shares, accounting for 0.6448% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 8100 shares were abstained, accounting for 0.0015% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
3. Proposal on providing guarantee for the financing limit of subsidiaries in 2022
Voting: 534406290 shares were approved, accounting for 99.3454% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; Against 3513444 shares, accounting for 0.6531% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 8100 shares were abstained, accounting for 0.0015% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
This proposal is a special resolution proposal, which has been adopted by more than two-thirds of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
4. Proposal on comprehensive management of self owned funds in 2022
Voting: 535814710 shares were approved, accounting for 99.6072% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; Against 2105024 shares, accounting for 0.3913% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 8100 shares were abstained, accounting for 0.0015% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
5. Proposal on applying for comprehensive credit line from banks in 2022
Voting: 534446390 shares were approved, accounting for 99.3528% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; Against 3473344 shares, accounting for 0.6457% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 8100 shares were abstained, accounting for 0.0015% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
6. Proposal on providing guarantee for the financing limit of subsidiaries in 2022
The total number of shares held by shareholders and their authorized voting rights: 29947.99% of the total number of shareholders attending the general meeting; Against 290117 shares, accounting for 0.0539% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders; 8100 shares were abstained, accounting for 0.0015% of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders. This proposal is a special resolution proposal, which has been adopted by more than two-thirds of the total voting shares held by shareholders and authorized representatives of shareholders attending the general meeting of shareholders.
According to the counting of the on-site voting results by the vote counting and scrutinizing representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders' meeting voted on the proposal listed in the notice of shareholders' meeting and announced the voting results on the spot. According to the voting results, all the proposals considered at the shareholders' meeting were adopted.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022, the qualifications of the participants and conveners of the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of Association; The voting result of this general meeting of shareholders is legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Aisidi Co.Ltd(002416) 2022)
Handling lawyer of Beijing Guofeng (Shenzhen) law firm:
Person in charge: Jin Junxiong Jie
Duan Jianjing
February 10, 2022
