Beijing Tianyuan (Shenzhen) law firm
About Kennede Electronics Mfg.Co.Ltd(002723)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Jtgz (2022) No. 056 to: Kennede Electronics Mfg.Co.Ltd(002723)
Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as the “company”) the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) was held by combining on-site voting and online voting. The on-site meeting was held on February 10, 2022 in the conference room on the sixth floor of the company, No. 21 Jintong Road, Tangxia Town, Pengjiang district, Jiangmen City, Guangdong Province. Beijing Tianyuan (Shenzhen) law firm (hereinafter referred to as the “office”) has been appointed by the company. Due to the infection of pneumonia, New Coronavirus has appointed the lawyers of this institute to attend the shareholders’ meeting at the scene by way of video to witness the shareholders’ meeting, and according to the People’s Republic of China company law, The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Kennede Electronics Mfg.Co.Ltd(002723) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
For the purpose of issuing this legal opinion, Our lawyers have examined the announcement on the resolution of the 28th meeting of the 5th board of directors, Kennede Electronics Mfg.Co.Ltd(002723) announcement on the resolution of the 23rd Meeting of the 5th board of supervisors, Kennede Electronics Mfg.Co.Ltd(002723) notice on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “Notice of general meeting”) and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the vote monitoring and counting of the voting votes of the general meeting of shareholders.
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 (for Trial Implementation), 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 and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On January 11, 2022, the 28th meeting of the Fifth Board of directors of the company decided to convene the shareholders’ meeting, and issued the notice of shareholders’ meeting through the designated information disclosure media on January 12, 2022. The notice of the general meeting of shareholders specifies the convener, time, method, attendees, place, deliberation items and voting methods of the general meeting of shareholders.
The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on Thursday, February 10, 2022 in the conference room on the sixth floor of the company, No. 21 Jintong Road, Tangxia Town, Pengjiang district, Jiangmen City, Guangdong Province. The general meeting of shareholders was presided over by Mr. Yang Jianjia, chairman of the company, and completed all the agenda of the meeting contained in the notice of general meeting of shareholders. The online voting of the general meeting of shareholders was conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange; The specific time for 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 from 9:15 to 15:00 on February 10, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 8 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 96563011 voting shares of the company, accounting for 30.4133% of the total shares of the company, including:
1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, a total of 6 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding a total of 79238162 voting shares of the company, Accounting for 24.9567% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 2 Shareholders participated in the online voting of the general meeting of shareholders, holding 17324849 voting shares of the company, accounting for 5.4566% of the total shares of the company.
One director, supervisor, senior manager, shareholder (or shareholder agent) (hereinafter referred to as “small and medium-sized investor”) other than the shareholder (or shareholder agent) who alone or jointly holds more than 5% of the company’s shares, representing 6811776 voting shares of the company, accounting for 2.1454% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors and lawyers of the company attended the meeting, and the senior management attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
It is verified that the matters voted at this shareholders’ meeting have been listed in the notice of shareholders’ meeting.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the on-site and online voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) proposal on using the raised investment fund to increase the capital of Kennede Electronics Mfg.Co.Ltd(002723) intelligence, a wholly-owned subsidiary, to implement the raised investment project
Voting: 96563011 shares were approved, accounting for 100% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 6811776 shares are agreed, accounting for 100% of the shares held by small and medium-sized shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; 0% of the shares held by minority shareholders abstained from attending the meeting.
Voting result: adopted
(II) proposal on providing guarantee amount for wholly-owned subsidiaries in 2022
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 96563011 shares were approved, accounting for 100% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 6811776 shares are agreed, accounting for 100% of the shares held by small and medium-sized shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result: adopted
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid. (no text below this page)
