Beijing Jindu (Shenzhen) law firm
About Shenzhen Baoming Technology Co.Ltd(002992)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Baoming Technology Co.Ltd(002992)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as "the company"), in accordance with the securities law of the people's Republic of China (revised in 2019) (hereinafter referred to as "the securities law") and the corporate justice of the people's Republic of China (revised in 2018) (hereinafter referred to as "the company law") China China China Securities Regulatory Commission (hereinafter referred to as "rules of shareholders' meeting"), which is the rules of the general meeting of shareholders of listed companies (revised in 2016), is the current legal provisions of the legal submission of the People's Republic of China, excluding the Special Administrative Region of Hongkong, Macao Special Administrative Region of China and Taiwan region of China. In accordance with the provisions of administrative regulations, rules, normative documents (hereinafter collectively referred to as "relevant provisions") and the current effective articles of association of Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as "the articles of association"), lawyers were assigned to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on February 10, 2022, And issue this legal opinion on relevant matters of this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association;
2. On January 21, 2022, the company published information on the designated information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN.) Announcement on the resolution of the 17th (Interim) meeting of the Fourth Board of directors (Announcement No.: 2022-002);
3. On January 21, 2022, the company published information on the designated information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN.) The 14th meeting of the Shenzhen Baoming Technology Co.Ltd(002992) Fourth Board of supervisors disclosed
4. On January 21, 2022, the company published information on the designated information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN.) The independent opinions of Shenzhen Baoming Technology Co.Ltd(002992) independent directors on matters related to the 17th (Interim) meeting of the Fourth Board of directors disclosed;
5. On January 21, 2022, the company published information on the designated information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN.) The disclosed notice of Shenzhen Baoming Technology Co.Ltd(002992) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006, hereinafter referred to as the "Notice of general meeting of shareholders"); 6. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
7. Registration records and certificate materials of shareholders attending the general meeting of shareholders of the company;
8. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other meeting documents related to the general meeting of shareholders.
The company has issued a copy of the original statement, the legal opinion or the material required by the law, and has provided the company with all the facts and materials required by the law; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the relevant provisions in force, and does not express opinions in accordance with any laws outside China. In accordance with the relevant provisions of the articles of association and the facts that have occurred or existed before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, so as to ensure that the facts identified in this legal opinion are true, accurate and reliable Complete, the concluding opinions issued in this legal opinion are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other subject.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 20, 2022, the 17th (extraordinary) meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on February 10, 2022.
On January 21, 2022, the company made an announcement on the designated information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN.) Disclosed the notice of Shenzhen Baoming Technology Co.Ltd(002992) on convening the company's first extraordinary general meeting in 2022 (Announcement No.: 2022-006).
(II) convening procedures of the general meeting of shareholders
1. This general meeting of shareholders adopts a combination of on-site voting and online voting.
2. The on-site meeting of the shareholders' meeting was held at 15:00 on February 10, 2022 in the multimedia conference room on the 2nd floor, building B, Western Comprehensive Industrial Park Shenzhen Baoming Technology Co.Ltd(002992) Park, Daya Bay Economic and Technological Development Zone, Huizhou City, Guangdong Province. 3. The online voting of the general meeting of shareholders adopts the online voting system of Shenzhen Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting system is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders' meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of relevant laws, administrative regulations, rules of the 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
The lawyer of the firm shall provide the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate, legal representative certificate or power of attorney of the legal person (institution) shareholders attending the shareholders' meeting, as well as the shareholding certificate, personal identity certificate and The power of attorney of the authorized agent and the identity certificate of the agent and other relevant materials were checked, and it was confirmed that there were 8 shareholders and shareholder agents attending the company's general meeting, representing 101140000 voting shares, accounting for 56.3928% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders participating in the online voting of the general meeting of shareholders, representing 63320 voting shares, accounting for 0.0353% of the total voting shares of the company.
Among them, there are 11 shareholders (hereinafter referred to as "small and medium-sized investors") except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 16703320 voting shares, accounting for 9.3133% of the total voting shares of the company.
To sum up, 16 shareholders attended the general meeting, representing 101203320 voting shares, accounting for 56.4281% of the total voting shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending or attending the on-site meeting of the shareholders' meeting also include the company's directors, supervisors, Secretary of the board of directors, other senior managers and lawyers of the firm.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. Our lawyers are unable to verify and confirm the qualification of such shareholders. On the premise that the qualification of such shareholders participating in the online voting of the general meeting of shareholders meets the relevant provisions and the provisions of the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders meets the provisions of the company law and other relevant laws and administrative regulations, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders' meeting are consistent with the notice of shareholders' meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the notice of the general meeting of shareholders by open ballot. The votes of the on-site meeting were counted and monitored according to the procedures specified in the articles of association.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
4. The moderator announced the voting statistics of the on-site meeting. After the online voting of the general meeting of shareholders, the vote counter and the scrutineer jointly counted the voting results of the on-site voting and online voting of the general meeting of shareholders. (II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on providing guarantee for fixed asset loans of Ganzhou subsidiary are as follows: 101174830 shares were agreed, accounting for 99.9718% of the total voting shares of shareholders and shareholder agent representatives attending the meeting; 8500 dissenting shares, accounting for 0.0084% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 19990 shares abstained, accounting for 0.0198% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 16674830 shares, accounting for 99.8294% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 8500 opposed shares, accounting for 0.0509% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 19990 shares were abstained, accounting for 0.1197% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the proposal on extending the validity period of the resolution of the general meeting of shareholders of non-public Development Bank shares and requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to non-public Development Bank shares are as follows: 101195470 shares were agreed, accounting for 99.9922% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 3850 dissenting shares, accounting for 0.0038% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstained 4000 shares, accounting for 0.0040% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 16695470 shares, accounting for 99.9530% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 3850 opposed shares, accounting for 0.0230% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 4000 shares, accounting for 0.0239% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
The lawyers of the firm believe that the voting procedures and results of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
(Note: the sum of relevant proportion data may not be equal to 100%, which is caused by the rounding algorithm)
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws and administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders' meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jindu (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Baoming Technology Co.Ltd(002992) 2022)
Handling lawyer of Beijing Jindu (Shenzhen) law firm:
Lu Guanting
