Shanghai jintiancheng law firm
About Tpv Technology Co.Ltd(000727)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Tpv Technology Co.Ltd(000727)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Tpv Technology Co.Ltd(000727)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Tpv Technology Co.Ltd(000727) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) 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 and other laws This legal opinion is issued in accordance with the relevant provisions of laws, regulations, other normative documents and the articles of association.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On January 18, 2022, the company held the fourth extraordinary meeting of the 10th board of directors and decided to convene this general meeting of shareholders.
The company has published in the securities times, China Securities News and cninfo on January 19, 2022（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 was issued at the meeting. The aforesaid meeting notice specifies the convener, date and time of the meeting (including the date and time of the on-site meeting and the date and time of online voting), the method of holding the meeting, the date of equity registration, the object of attendance, the place of the meeting, the matters to be considered at the meeting, the registration method of the on-site meeting Specific operation process, meeting contact person and contact information of participating in online voting. Among them, the date of publication of the announcement is more than 15 days from the date of the convening of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 2:30 p.m. on February 11, 2022 in the conference room of the company, presided over by Mr. Xuan Jiansheng, chairman of the company.
The shareholders’ meeting was held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15-9:25 a.m., 9:30-11:30 p.m. and 1:00-3:00 p.m. on Friday, February 11, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on Friday, February 11, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, there are 54 shareholders and shareholders’ agents attending the general meeting, representing 2250578733 voting shares, accounting for 49.6864% of the total shares of the company, including: 1. Shareholders and shareholders’ agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. There were 4 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of February 7, 2022, These shareholders hold 21581219998 shares of the company, accounting for 47.6452% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, a total of 50 shareholders voted effectively through the online voting system, representing 92456735 voting shares, accounting for 2.0412% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
3. Minority investors and shareholders attending the meeting
A total of 50 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 92456735 voting shares, accounting for 2.0412% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons (including video communication participants) attending and attending the general meeting of shareholders are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendees of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and is legal and effective. 3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals considered by the company at this general meeting of shareholders are consistent with the deliberation matters listed in the notice and announcement of convening this general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows: 1. Proposal on purchasing directors, supervisors and senior executives liability insurance
Voting results: 2243580903 shares were approved, accounting for 99.6891% of the total number of valid voting shares held by shareholders attending the meeting; 6997830 opposed shares, accounting for 0.3109% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 85458905 shares are agreed, accounting for 92.4312% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 6997830 shares opposed, accounting for 7.5688% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 2. Proposal on change of accounting firm
Voting results: 2249010633 shares were approved, accounting for 99.9303% of the total number of valid voting shares held by shareholders attending the meeting; Against 1567100 shares, accounting for 0.0696% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 1000 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is that they agree to 90888635 shares, accounting for 98.3040% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; Against 1567100 shares, accounting for 1.6950% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 1000 shares, accounting for 0.0011% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 3. Proposal on signing comprehensive financial cooperation agreement and related party transactions with China Electronic Finance Co., Ltd
Affiliated shareholders Nanjing Zhongdian panda Information Industry Group Co., Ltd. and Nanjing Huadong Electronics Group Co., Ltd. avoided voting.
Voting results: 931489406 shares were approved, accounting for 95.4003% of the total number of valid voting shares held by shareholders attending the meeting; 44911543 opposed shares, accounting for 4.5997% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 47545192 shares are agreed, accounting for 51.4243% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 44911543 opposed shares, accounting for 48.5757% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 4. Proposal on prediction of daily connected transactions in 2022
Affiliated shareholders Nanjing Zhongdian panda Information Industry Group Co., Ltd., Nanjing Xingong Investment Group Co., Ltd., Nanjing Electromechanical industry (Group) Co., Ltd. and Nanjing Huadong Electronics Group Co., Ltd. avoided voting.
Voting results: 90891835 shares were approved, accounting for 98.3074% of the total number of valid voting shares held by shareholders attending the meeting; Against 1562100 shares, accounting for 1.6895% of the total number of valid voting shares held by shareholders attending the meeting; 2800 shares were abstained, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 90891835 shares are agreed, accounting for 98.3074% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 1562100 shares, accounting for 1.6895% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2800 shares were abstained, accounting for 0.03% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants and voting procedures of the company’s general meeting of shareholders are in line with the company law, the rules for general meetings of shareholders of listed companies and other laws, regulations, rules and other normative documents and the relevant provisions of the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate and has the same legal effect after being signed and sealed.
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(there is no text on this page, which is about Tpv Technology Co.Ltd(000727) by Shanghai jintiancheng law firm)
Legal opinion of the first extraordinary general meeting of shareholders in 2022 (signature page)
Handling lawyer of Shanghai jintiancheng law firm:
Zhang Peipei
Person in charge: Handling lawyer:
Gu Gongyun Wanqiang
February 11, 2002
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