Beijing JUNHE (Guangzhou) law firm
about
Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Beijing headquarters Tel: (86-010) 8519-1300 Shanghai Branch Tel: (86-021) 5298-5488 Guangzhou Branch Tel: (86-020) 2805-9088 Shenzhen Branch Tel: (86-755) 2939-5288 Fax: (86-010) 8519-1350 Fax: (86-021) 5298-5492 Fax: (86-020) 2805-9099 Fax: (86-755) 2939-5289 Hangzhou branch Tel: (86-571) 2689-8188 Chengdu Branch Tel: (86-028) 6739-8000 Qingdao Branch Tel: (86-532) 6869-5000 Dalian Branch Tel: (86-411) 8250-7578 Fax: (86-571) 2689-8199 Fax: (86-028) 6739-8001 Fax: (86-532) 6869-5010 Fax: (86-411) 8250-7579 Haikou Branch Tel: (86-898) 6851-2544 Tianjin Branch Tel: (86-022) 5990-1301 Hong Kong Branch Tel: (00-852) 2167-0000 New York branch Tel: (01-212) 0703-8702 Fax: (86-898) 6851-3514 Fax: (86-022) 5990-1302 Fax: (00-852) 2167-0050 Fax: (01-212) 0703-8720 Silicon Valley Branch Tel: (01-888) 0886-8168
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Beijing JUNHE (Guangzhou) law firm
About Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Guangzhou Shiyuan Electronic Technology Company Limited(002841) ：
Beijing JUNHE (Guangzhou) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as "the company"), 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 and other current laws and administrative regulations Departmental rules and normative documents (hereinafter referred to as "Chinese laws and regulations", for the purpose of this legal opinion, "China" does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the relevant provisions of the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued on matters related to the first extraordinary general meeting of shareholders of the company in 2022.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of Chinese laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders' meeting and the relevant facts or data expressed in such proposals.
In this legal opinion, we only express legal opinions on the relevant Chinese legal issues involved in this shareholders' meeting based on the facts occurring before the date of issuance of this legal opinion and our understanding of the facts, and do not express any opinions on anything other than the above issues.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose or purpose by anyone without the written consent of the exchange.
For the purpose of issuing this legal opinion, the firm appointed lawyers to attend the on-site meeting of the company's general meeting of shareholders as nonvoting delegates, and checked the documents and facts related to the general meeting of shareholders in accordance with the provisions and requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. In the process of our lawyers checking the relevant documents provided by the company, we assume that:
1. All signatures, seals and seals in the documents provided to the exchange are true, and all documents submitted to the exchange as originals are true, accurate and complete;
2. All facts stated in the documents provided to the exchange are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. These documents are complete, accurate and identical to the originals provided;
5. All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
Based on the above, our lawyers give the following legal opinions:
1、 On the convening and convening of this general meeting of shareholders
（1） According to the resolution of the 11th meeting of the Fourth Board of directors of the company and on January 15, 2022, in the securities times and cninfo (www.cn. Info. Com. CN.) According to the notice of Guangzhou Shiyuan Electronic Technology Company Limited(002841) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting"), the board of directors of the company has made a resolution on the convening of the general meeting of shareholders and notified the shareholders of the company in the form of announcement 15 days before the convening of the general meeting of shareholders, The convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
（2） The notice of the general meeting of shareholders specifies the meeting time, place, convener, method, date of equity registration, participants, registration method and deliberation items of the general meeting of shareholders. The contents of the notice of the general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
（3） The shareholders' meeting adopts the combination of on-site voting and online voting: the on-site meeting will be held at 14:00 p.m. on February 10, 2022 in the conference room of the company at No. 6, YUNPU Fourth Road, Huangpu District, Guangzhou, Guangdong Province; In addition to on-site meetings, the company also provides online voting platforms to shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022. The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 10, 2022. The actual time, place and method of this shareholders' meeting are consistent with the contents of the notice of shareholders' meeting.
（4） The general meeting of shareholders is presided over by the chairman of the company, which complies with the relevant provisions of the company law and the articles of association.
Based on the above, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
（1） According to the register of shareholders provided by the company, the signatures of the shareholders and their agents attending the on-site meeting and the power of attorney of relevant shareholders, and verified by the lawyers of the firm, there were 19 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, representing 405148780 shares with voting rights, accounting for 60.7830% of the total shares of the company.
（2） According to the statistical data and confirmation provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders voting through the trading system and Internet voting system of Shenzhen Stock Exchange, and the total number of voting shares is 11693489, accounting for 1.7543% of the total shares of the company.
（3） A total of 27 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders and online voting, representing 416842269 shares with voting rights, accounting for 62.5373% of the total shares of the company.
（4） In addition to the above shareholders and shareholders' agents attending the shareholders' meeting, all directors, supervisors, senior managers and lawyers of the company attended / attended the on-site meeting of the shareholders' meeting.
（5） According to the notice of shareholders' meeting, the convener of this shareholders' meeting is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law and the articles of association.
Based on the above, the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener of the general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
（1） The general meeting of shareholders adopts a combination of on-site voting and online voting. The shareholders and their proxies attending the on-site meeting voted on the proposal listed in the notice of the general meeting of shareholders by open ballot. There was no new proposal proposed by the shareholders and their proxies at the general meeting of shareholders. The company counted and monitored the votes in accordance with the procedures specified in the articles of Association. Shenzhen Stock Exchange and Shenzhen Stock Exchange provide voting system for shareholders through the Internet at the same time.
（2） According to the voting results of on-site voting and online voting after the voting at the shareholders' meeting, the following proposals were considered and adopted at the shareholders' meeting:
1. Proposal on foreign guarantee provided by wholly-owned subsidiaries.
Based on the above, the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law and the articles of association, and the resulting resolutions of the general meeting of shareholders are legal and effective.
4、 Concluding observations
To sum up, the convening and convening procedures of the company's general meeting of shareholders, the qualifications of participants and conveners, as well as the voting procedures and other matters comply with the relevant provisions of Chinese laws, regulations and the articles of association, and the resolutions of the general meeting of shareholders thus made are legal and effective.
The exchange agrees to announce this legal opinion together with the resolution of the company's general meeting of shareholders in accordance with relevant regulations.
This legal opinion is made in triplicate, which shall come into force after being signed by our lawyers and stamped with our official seal.
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Head of Beijing JUNHE (Guangzhou) law firm:
Zhang Ping
Handling lawyer:
Wan Jing
Handling lawyer:
Zhu Yuanyuan
February 11, 2022
