About Sunwoda Electronic Co.Ltd(300207)
Matters related to the public solicitation of voting rights by independent directors
Legal opinion
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen 518017, China
Tel: (0755) 88265288 Fax: (0755) 88265537 email (e-mail): [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Sunwoda Electronic Co.Ltd(300207)
Matters related to the public solicitation of voting rights by independent directors
Legal opinion
Xdzz (2022) No. 002
To: Sunwoda Electronic Co.Ltd(300207) independent director Mr. Liu Zhengbing
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepts the entrustment of Mr. Liu Zhengbing, the independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company” or ” Sunwoda Electronic Co.Ltd(300207) “). In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentives of listed companies (hereinafter referred to as the “measures”), the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”) and other laws, regulations and normative documents, as well as the relevant provisions of the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”), Issue legal opinions on the matters related to the independent directors soliciting the voting rights of the second extraordinary general meeting of shareholders of the company in 2022 held on February 11, 2022 (hereinafter referred to as “this solicitation of voting rights”) from the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and who have gone through the registration procedures for attending the meeting after the end of the transaction on February 7, 2022.
In order to issue this legal opinion, Cinda hereby makes the following statement:
1. This legal opinion is based on the relevant facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and based on the understanding of Xinda lawyer on the relevant facts and the understanding of relevant laws, regulations and normative documents. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Xinda lawyer relies on the supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Xinda lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that there are no false records, misleading statements and major omissions in this legal opinion. 3. During the investigation for issuing this legal opinion, Mr. Liu Zhengbing promised Xinda that he had provided Xinda’s lawyer with the necessary documents for issuing this legal opinion and made oral or written statements on relevant matters; Its documents and oral or written statements are true, accurate, complete and effective without any concealment, false records, misleading statements or major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided by them are authentic, and have fulfilled the legal procedures necessary for signing such documents and materials and obtained legal authorization.
4. This legal opinion is only used by Mr. Liu Zhengbing for the purpose of collecting voting rights this time, and shall not be used for any other purpose without the written consent of Xinda.
5. Cinda agrees to take this legal opinion as a necessary legal document for the solicitation of voting rights, publicly disclose it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above statement, lawyer Xinda expressed legal opinions on matters related to the solicitation of voting rights in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
1、 Legal basis for soliciting voting rights
This solicitation of voting rights is entrusted by the independent director of the company, Mr. Liu Zhengbing, as the soliciter, to solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting”) held by the company on February 11, 2022.
According to the relevant provisions of the company law, a shareholder may entrust a proxy to attend the general meeting of shareholders. The proxy shall submit a power of attorney to the company and exercise the voting right within the scope of authorization. According to the relevant provisions of the securities law, independent directors of listed companies can act as solicitors, either by themselves or by entrusting securities companies and securities service institutions to publicly request shareholders of listed companies to entrust them to attend the general meeting of shareholders on their behalf, and exercise shareholders’ rights such as proposal right and voting right on their behalf. According to the relevant provisions of the administrative measures, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. In accordance with the relevant provisions of the Interim Provisions, independent directors of listed companies can act as solicitors to solicit publicly by themselves or by entrusting securities companies and securities service institutions. According to the articles of association, independent directors can publicly solicit shareholders’ voting rights.
Our lawyers believe that according to the above provisions, the public solicitation of voting rights complies with the provisions of the company law, the securities law, the administrative measures, the Interim Provisions and other laws, regulations, normative documents and the articles of association.
2、 Subject qualification of solicitors
Mr. Liu Zhengbing, the independent director of the company, is the person who collects the voting rights this time. The basic information is as follows: Mr. Liu Zhengbing, male, born in December 1969, Chinese nationality, without overseas permanent residency, doctor of management, accountant (enterprise) and economist (Finance). From July 1997 to may 2015, he worked in the office of Longgang District Party committee and government of Shenzhen, the Publicity Department of Shenzhen Municipal Party committee, Shenzhen human settlements and Environment Committee, Urban Construction Bureau of Guangming New Area and urban construction investment company of Guangming New Area. From May 2015 to November 2019, he worked in Mys Group Co.Ltd(002303) group as a director and deputy general manager of the company. From November 2019 to now, he has worked in Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) as a director and executive deputy general manager of the company. He has been an independent director of Sunwoda Electronic Co.Ltd(300207) since May 2018. According to the statement issued by the recruiter, the written confirmation of the company and the announcement of Sunwoda Electronic Co.Ltd(300207) independent directors’ public solicitation of voting rights (Announcement No.: 2022-009, hereinafter referred to as the “announcement of solicitation of voting rights”) and verified by Xinda lawyer, the recruiter, Mr. Liu Zhengbing, is an independent director of the company. In accordance with the relevant provisions of the management measures and entrusted by other independent directors, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the second extraordinary general meeting of shareholders in Sunwoda Electronic Co.Ltd(300207) 2022. During the period from the collection date (January 21, 2022) to the exercise date (February 11, 2022), Mr. Liu Zhengbing did not have the following circumstances that he could not publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions:
1. Being prohibited from entering the securities market by the CSRC and still in the prohibition period;
2. The CSRC has been publicly condemned or punished within the last 12 months;
3. Being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion;
4. Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than five years, or being deprived of political rights for a crime, and the expiration of the execution period is less than five years;
5. Other circumstances under which public solicitation is not allowed as stipulated by laws, administrative regulations and the CSRC.
Xinda lawyer believes that the subject qualification of the solicitor meets the relevant provisions of the Interim Provisions and has the subject qualification of publicly soliciting voting rights.
3、 The procedure for soliciting voting rights this time
Mr. Liu Zhengbing prepared the announcement of soliciting voting rights on January 20, 2022, including the statement of the solicitor, the basic information of the solicitor, the specific matters of soliciting voting rights, etc. On January 21, 2022, the convener of the general meeting of shareholders announced and disclosed the announcement on soliciting voting rights and its annex power of attorney for public solicitation of voting rights by independent directors in the designated media.
According to the announcement on solicitation of voting rights, the object of this solicitation of voting rights is the shareholders of the company who have been registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and have gone through the registration procedures for attending the meeting as of the afternoon of February 7, 2022; The solicitation time is from February 8, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m.); The solicitation method is to open the information on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Issue an announcement on the to solicit voting rights; In addition, the announcement on soliciting voting rights specifies the procedures and steps of soliciting voting rights this time. The collector has fully disclosed the information necessary for the shareholders to make authorization and entrustment according to law.
Xinda lawyer believes that the solicitation procedure of this solicitation of voting rights complies with the relevant provisions of the Interim Provisions, and the soliciter has fully disclosed the information necessary for shareholders to make authorization and entrustment in accordance with the law.
4、 Voting right solicitation and exercise result
According to the written confirmation of the company and the independent directors, as of 17:30 on February 8, 2022, Sunwoda Electronic Co.Ltd(300207) independent director Mr. Liu Zhengbing had not received the voting right entrustment from the shareholders.
After verification, lawyer Xinda believes that the exercise result of the solicitation of voting rights complies with the relevant provisions of the Interim Provisions.
5、 Concluding observations
To sum up, lawyer Xinda believes that Mr. Liu Zhengbing, the independent director of Sunwoda Electronic Co.Ltd(300207) , meets the relevant provisions of the Interim Provisions and has the subject qualification of publicly soliciting voting rights; The solicitation procedure of this solicitation of voting rights complies with the relevant provisions of the Interim Provisions, and the soliciter has fully disclosed the information necessary for shareholders to make authorization and entrustment according to law; The exercise result of this solicitation of voting rights complies with the relevant provisions of the interim provisions; Mr. Liu Zhengbing’s solicitation of voting rights is legal and effective.
This legal opinion is made in duplicate and has the same legal effect. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on matters related to the public solicitation of voting rights of Sunwoda Electronic Co.Ltd(300207) independent directors)
Person in charge: Signature lawyer:
Lin Xiaochun, Wang Qian
Han Ruohan
specific date
