Guohao law firm (Shenzhen)
About Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
GLG / SZ / a2209 / FY / 2022091 to: Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) accepted the entrustment of Shenzhen Kaizhong Precision Technology Co.Ltd(002823) (hereinafter referred to as “the company” or “the company”) and appointed lawyers to attend the first extraordinary general meeting of shareholders of your company 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 securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission The governance standards of listed companies (hereinafter referred to as the “governance standards”) and other laws, administrative regulations and normative documents, as well as the provisions of the Shenzhen Kaizhong Precision Technology Co.Ltd(002823) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Shenzhen Kaizhong Precision Technology Co.Ltd(002823) shareholders’ meeting (hereinafter referred to as the “rules of procedure of shareholders’ meeting”), Issue legal opinions on matters related to the convening of the company’s general meeting of shareholders.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of the convener and attendees of this general meeting of shareholders, the proposals considered by this general meeting of shareholders, the voting procedures and voting results of this general meeting of shareholders. This legal opinion is only for the purpose of this shareholders’ meeting of your company.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers attended the shareholders’ meeting and verified the relevant materials and facts of the shareholders’ meeting. Now, according to our lawyers’ understanding of the facts and the law, we issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The board of directors of your company was on cninfo.com on February 17, 2022（ http://www.cn.info.com.cn. ）Published the notice of Shenzhen Kaizhong Precision Technology Co.Ltd(002823) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”).
The aforesaid meeting notice contains the convener of the shareholders’ meeting, the time and place of the meeting, the method of the meeting, the date of equity registration, the participants of the meeting, the matters to be considered at the meeting, the registration matters of the on-site meeting, the contact information of the meeting, etc.
Verified and verified by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 7, 2022 in the conference room on the 5th floor of the company’s office building, No. 1, Guihua 4th Road, Longtian street, Pingshan District, Shenzhen, Guangdong Province. Chairman Zhang Haoyu presided over the general meeting of shareholders. The online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 7, 2022.
After verification and verification by our lawyers, the time, method and content of the notice of the meeting issued by your company comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance standards, the articles of association and the rules of procedure of the general meeting of shareholders. The actual time, place and content of the general meeting of shareholders are consistent with those contained in the notice and announcement of the meeting, The convening and convening procedures of this general meeting of shareholders of your company comply with the provisions of laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) this general meeting of shareholders was convened by the 4th board of directors of your company.
(II) according to the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting include all ordinary shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their agents entrusted in writing, directors, supervisors and Senior management personnel, witness lawyers and other relevant personnel employed by your company.
After the lawyers of the firm verified and verified the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and shareholder agents attending the meeting, there were 5 shareholders and shareholder agents attending the meeting, and the number of shares with voting rights issued on behalf of your company was 159777271, Accounting for 556530% of the total number of voting shares issued by your company.
According to the online voting results provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, during the online voting time, there were 22 shareholders who effectively voted through the network, and the number of shares with voting rights issued on behalf of your company was 848468, accounting for 0.2955% of the total number of shares with voting rights issued by your company. The identity of the above shareholders who vote through online voting shall be verified by the identity verification institution of Shenzhen Stock Exchange.
A total of 27 shareholders and shareholders’ agents attended the shareholders’ meeting on site and through the Internet. The number of shares with voting rights issued on behalf of your company is 160625739, accounting for 559485% of the total number of shares with voting rights issued by your company; Among them, there are 25 small and medium-sized investors (referring to the directors, supervisors, senior managers of the company and other shareholders other than the shareholders who individually or jointly hold more than 5% of the shares of the company) who participate in the shareholders’ meeting on site and online. The number of voting shares representing your company is 848768, accounting for 0.2956% of the total number of voting shares issued by your company.
Some directors, supervisors, senior managers and lawyers of the company also attended or attended the shareholders’ meeting as nonvoting delegates.
After verification and verification by our lawyers, the qualifications of the convener and attendees of the general meeting of shareholders meet the provisions of laws, administrative regulations, normative documents and the articles of association, and have the right to review and vote on the proposals submitted to the general meeting of shareholders for deliberation.
3、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the following proposals were considered at the shareholders’ meeting:
No. proposal name
1.00 proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors 2.00 proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to downward revision of convertible corporate bond conversion price
After verification and verification by our lawyers, the proposals actually deliberated at this shareholders’ meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of the company law, the rules of the shareholders’ meeting, the governance standards and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the shareholders’ meeting.
4、 Voting procedures and voting results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders voted item by item in a written open ballot, and the votes were counted and monitored by the lawyer of the firm, two shareholder representatives and one supervisor. Shenzhen Securities Information Co., Ltd. provided the total number of shares and statistical results of online voting. After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting.
(II) voting results of the general meeting of shareholders
According to the voting conducted by the shareholders or their proxies of your company and the statistics of the voting results of the general meeting of shareholders, the voting results of the shareholders or their proxies attending the general meeting of shareholders on the proposals considered at the general meeting of shareholders are as follows:
1.00 proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors
Voting: 159879271 shares were approved, accounting for 995353% of the total voting shares attending the meeting; 746468 opposed shares, accounting for 0.4647% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 102300 shares were agreed, accounting for 120528% of the shares held by small and medium-sized investors attending the shareholders’ meeting; Against 746468 shares, accounting for 879472% of the shares held by small and medium-sized investors attending the general meeting of shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by small and medium-sized investors attending the general meeting of shareholders.
The proposal is a special resolution proposal, which shall be adopted by more than two-thirds of the voting rights held by the shareholders or shareholders’ agents attending the general meeting of shareholders.
Voting result: adopted.
2.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the downward revision of the conversion price of convertible corporate bonds
Voting: 159879271 shares were approved, accounting for 995353% of the total voting shares attending the meeting; 746468 opposed shares, accounting for 0.4647% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 102300 shares were agreed, accounting for 120528% of the shares held by small and medium-sized investors attending the shareholders’ meeting; Against 746468 shares, accounting for 879472% of the shares held by small and medium-sized investors attending the general meeting of shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by small and medium-sized investors attending the general meeting of shareholders.
The proposal is a special resolution proposal, which shall be adopted by more than two-thirds of the voting rights held by the shareholders or shareholders’ agents attending the general meeting of shareholders.
Voting result: adopted.
After verification and verification by our lawyers, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders; The shareholders and the board of supervisors of your company did not put forward new proposals at this general meeting of shareholders; The above proposal was passed by the shareholders and their proxies attending the general meeting of shareholders. The voting procedures and results of this general meeting of shareholders are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures and the proposals considered by your company are in line with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders. The convener of the general meeting of shareholders and the shareholders attending the general meeting of shareholders The qualifications of shareholders’ agents and other personnel are legal and valid, and the voting procedures and voting results of this shareholders’ meeting are legal and valid.
This legal opinion is made in two originals without copies.
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by
Guohao law firm (Shenzhen)
about
Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
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Signature page
Handling lawyer of Guohao law firm (Shenzhen):
Yu Ping
Person in charge: Handling lawyer:
Ma zhuotan Cheng Jing
specific date
