11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
Tel: (51801, fax-2881, fax-2881, fax-2881, Shenzhen, P.): (86 755)88265537
Email: [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Sunwoda Electronic Co.Ltd(300207)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Xinda Huizi [2022] No. 025 to: Sunwoda Electronic Co.Ltd(300207)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepted the entrustment of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “300207}” or “the company”) and appointed Xinda lawyers to attend the second extraordinary general meeting of shareholders in Sunwoda Electronic Co.Ltd(300207) 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of Sunwoda Electronic Co.Ltd(300207) the general meeting of shareholders, And issue this legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Sunwoda Electronic Co.Ltd(300207) 2022 (hereinafter referred to as “this legal opinion”). Due to the need of epidemic prevention and control, Xinda lawyer witnessed the shareholders’ meeting by video.
This legal opinion is 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 for the general meeting of shareholders”) and other laws, regulations and normative documents, as well as the current effective articles of Association (hereinafter referred to as the “articles of association”), And give legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance date of this legal opinion. In order to issue this legal opinion, Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, participated in and reviewed the relevant documents and materials of Sunwoda Electronic Co.Ltd(300207) This shareholders’ meeting on site, and obtained the following guarantee from Sunwoda Electronic Co.Ltd(300207) : the documents and materials related to this legal opinion provided to Cinda are true, accurate, complete and effective, It does not contain any misleading information, and there is no concealment or omission.
In this legal opinion, Xinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only gives legal opinions on the convening and convening procedures, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not give legal opinions on the proposals considered by the general meeting of shareholders and other facts related to the proposals Express opinions on the authenticity and accuracy of data.
Cinda agrees to announce this legal opinion together with Sunwoda Electronic Co.Ltd(300207) other information disclosure materials of this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of this shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On January 19, 2022, the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 23rd Meeting of the Fifth Board of directors of the company. The meeting decided to convene the second extraordinary general meeting of shareholders in 2022 on February 11, 2022.
2. On January 21, 2022, the 5th board of directors of the company announced the notice of convening the shareholders’ meeting on the website of Shenzhen Stock Exchange and the gem information disclosure media designated by China Securities Regulatory Commission, and announced the time and place of the shareholders’ meeting, the way of the meeting, the matters to be considered at the meeting, the participants Registration measures and other related matters.
After verification, lawyer Xinda believes that the convening procedure of the general meeting of shareholders of the company complies with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled in the company’s conference room at 14:30 p.m. on Friday, February 11, 2022. The general meeting of shareholders was presided over by Chairman Wang Wei. The meeting deliberated on the deliberation items listed in the meeting notice one by one.
The specific time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 11, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 11, 2022.
After verification, lawyer Xinda believes that the convening procedures of the general meeting of shareholders of the company comply with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association.
2、 The qualification of attendees and conveners of this general meeting of shareholders
(I) qualification of the attendees of the general meeting of shareholders
1. Attendance of shareholders’ meeting and proxies
A total of 5 shareholders and their authorized agents attended the on-site meeting of the general meeting of shareholders. The number of voting shares held by the company is 508548486, accounting for 29.5847% of the total shares of the company.
After verification, lawyer Xinda believes that the shareholders and shareholders’ agents participating in the general meeting of shareholders have legal and effective qualifications and have the right to participate in the general meeting of shareholders and exercise their voting rights.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at this shareholders’ meeting is 45, and the number of shares representing voting rights is 90377441, accounting for 5.2577% of the total shares of the company. The qualification of shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange and the Internet voting system.
3. Other personnel attending the general meeting of shareholders
Other persons attending the shareholders’ meeting are some directors, supervisors, senior managers and Xinda lawyers of the company.
After verification, Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders.
(II) qualification of convener of this general meeting of shareholders
The convener of this shareholders’ meeting is the 5th board of directors of the company. The convener convened the 23rd Meeting of the 5th board of directors on January 19, 2022 and decided to convene this shareholders’ meeting.
After verification, lawyer Xinda believes that the resolution on convening this general meeting of shareholders deliberated and adopted at the 23rd Meeting of the Fifth Board of directors of the company is legal and effective; The convener qualification of this general meeting of shareholders is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The proposals listed in the notice of the shareholders’ meeting were voted by a combination of on-site open voting and online voting, and the votes were counted and monitored according to the procedures specified in the articles of association.
After verification, lawyer Xinda believes that the voting procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association, which are legal and effective.
(II) voting results of the general meeting of shareholders
After counting and scrutinizing the votes in accordance with the procedures specified in the articles of association, the proposals included in the shareholders’ meeting were effectively passed, as follows:
1. Proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) > and its summary
Avoidance of voting: related party transactions were involved, and related shareholders Zeng Yu and Zhou Jinling avoided voting on the proposal.
Voting results: 591217439 shares were approved, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock and stock option incentive plan in 2022
Avoidance of voting: related party transactions were involved, and related shareholders Zeng Yu and Zhou Jinling avoided voting on the proposal.
Voting results: 591217439 shares were approved, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022
Avoidance of voting: related party transactions were involved, and related shareholders Zeng Yu and Zhou Jinling avoided voting on the proposal.
Voting results: 591217439 shares were approved, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
4. Proposal on applying for credit line from banks and other financial institutions
Avoidance of voting: it does not involve related party transactions, and there is no need to avoid voting.
Voting results: 597522780 shares were approved, accounting for 99.7657% of the total number of valid voting shares attending the meeting; 1402947 opposition shares, accounting for 0.2342% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 88989294 shares were agreed, accounting for 98.4477% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; Against 1402947 shares, accounting for 1.5521% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
5. Proposal on the company’s foreign exchange hedging business
Avoidance of voting: it does not involve related party transactions, and there is no need to avoid voting.
Voting results: 598455380 shares were approved, accounting for 99.9214% of the total number of valid voting shares attending the meeting; 470347 opposition shares, accounting for 0.0785% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 89921894 shares were agreed, accounting for 99.4794% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 470347 opposed shares, accounting for 0.5203% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
6. Proposal on using idle self owned funds for cash management
Avoidance of voting: it does not involve related party transactions, and there is no need to avoid voting.
Voting results: 598455380 shares were approved, accounting for 99.9214% of the total number of valid voting shares attending the meeting; 470347 opposition shares, accounting for 0.0785% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 89921894 shares were agreed, accounting for 99.4794% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 470347 opposed shares, accounting for 0.5203% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
7. Proposal on providing guarantee for subsidiaries
Avoidance of voting: it does not involve related party transactions, and there is no need to avoid voting.
Voting results: 572748334 shares were approved, accounting for 95.6292% of the total number of valid voting shares attending the meeting; 26177393 opposed shares, accounting for 4.3707% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 64214848 shares were agreed, accounting for 71.0401% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; Objection 26,1
