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Ningbo Kangqiang Electronics Co.Ltd(002119)
Legal opinion of the first general meeting of shareholders in 2022
Kang Da FA Yi Zi [2022] No. 0659 to: Ningbo Kangqiang Electronics Co.Ltd(002119)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) According to the articles of association of Ningbo Kangqiang Electronics Co.Ltd(002119) and the legal advisory agreement signed between Ningbo Kangqiang Electronics Co.Ltd(002119) (hereinafter referred to as “the company”) and Beijing Kangda law firm (hereinafter referred to as “the firm”), the lawyer of the firm was employed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) and issue this legal opinion.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The legal opinions issued by our lawyers are only based on the facts occurring or existing before the date of issuance of this legal opinion and our lawyers’ understanding of relevant laws, regulations and normative documents. In this legal opinion, the lawyer of the firm only gives legal opinions after reviewing and witnessing the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting, Do not express opinions on the content of the proposal considered at this shareholders’ meeting and the authenticity and accuracy of the facts and data involved in the proposal.
2. Our lawyers have issued legal opinions on the authenticity and legitimacy of this shareholders’ meeting in accordance with the requirements of the company law, the rules and the articles of association. There are no false, seriously misleading statements and major omissions in the legal opinions, otherwise they will bear corresponding legal liabilities.
3. The lawyer of the firm agrees to make this legal opinion a necessary document for the company’s general meeting of shareholders, and shall be liable for the legal opinion issued by the firm according to law.
Our lawyers have checked and judged all documents and testimony related to the issuance of legal opinions, witnessed the meeting and issued legal opinions as follows:
1、 Convening and convening procedures of this meeting
The meeting was convened by the board of directors of the company. According to the information published in China Securities Journal and cninfo.com（ http://www.cn.info.com.cn. ）Notice of Ningbo Kangqiang Electronics Co.Ltd(002119) on convening the first general meeting of shareholders in 2022 issued by the board of directors of the company on February 18, 2022.
According to the above announcement, the board of directors of the company has specified the time, place, attendees, deliberation items, registration methods and other contents of the meeting in the meeting notice. According to the company’s release on cninfo.com（ http://www.cn.info.com.cn. ）The company has fully disclosed the contents of all proposals in accordance with the relevant provisions of the company law, the rules and the articles of association.
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:00 on March 8, 2022 in conference room 1 of the company on the fourth floor of the administrative office building, No. 988 Jinyuan Road, investment and entrepreneurship center, Yinzhou District, Ningbo. The time and place of the meeting are in line with the contents of the notice. The meeting is presided over by Mr. Zheng Kangding, chairman of the sixth board of directors of the company.
The specific time of online voting through the system of Shenzhen Stock Exchange at the shareholders’ meeting is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 8, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on March 8, 2022.
After verification, the convener qualification of this meeting is legal and valid. The board of directors of the company has notified all shareholders in the form of announcement 15 days before the meeting. The convening and convening procedures of the meeting shall comply with the provisions of the company law, the rules and the articles of association.
2、 Legality and validity of the qualification of participants
1. Shareholders and their agents attending the on-site meeting
According to the signature book and power of attorney of the personnel attending the on-site meeting, there are 6 shareholders, shareholder representatives and agents attending the on-site meeting to vote, all of whom are the shareholders or their authorized representatives registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market at 15:00 p.m. on March 1, 2022, The total number of shares held accounts for Anhui Anli Material Technology Co.Ltd(300218) % of the total voting shares of the company.
Other personnel attending or attending the on-site meeting as nonvoting delegates are the company’s directors, supervisors, senior managers (including those to be appointed) and personnel of relevant intermediaries appointed by the company.
It is verified that the qualifications of the above on-site participants or non voting participants are legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 3 shareholders participated in the online voting of the meeting, representing 2402200 voting shares of the company, accounting for 2.0876% of the total voting shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3、 Legality and validity of voting procedures and results of this meeting
In accordance with the company law, rules and other relevant laws, regulations, normative documents and the articles of association, the meeting voted on the matters listed in the meeting notice through the combination of on-site voting and online voting.
The meeting voted on the proposals specified in the meeting notice, and the relevant proposals have been deliberated and adopted at the 25th (Interim) meeting of the sixth board of directors and the 21st (Interim) meeting and 17th meeting of the sixth board of supervisors.
The specific contents of the proposal are detailed in the company’s publications in the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant announcements on.
After verification by the lawyers of the firm, the proposals considered at the general meeting of shareholders are consistent with the announcement of the board of directors and the board of supervisors, and there are no new proposals. After voting, the shareholders and their proxies attending the on-site meeting deliberated the above proposal and voted by open ballot. The online voting of the general meeting of shareholders was conducted through the trading system of Shenzhen Stock Exchange and the Internet trading system. After the online voting, Shenzhen Securities Information Co., Ltd. entrusted by the company provided the statistical results of online voting to the company.
After the on-site voting and online voting of the shareholders’ meeting, the company made a combined statistics of the results of on-site voting and online voting of the proposal and published them. The specific voting results of the proposal considered at the shareholders’ meeting are as follows: 1. Review the proposal on the general election of non independent directors by the board of directors
1.01 elect Mr. Ye Ji as a non independent director of the seventh board of directors of the company, and obtain 148079516 votes, more than half of the effective voting rights of the company held by the shareholders present;
1.02 Ms. Lin Binghan was elected as a non independent director of the seventh board of directors of the company, with 148079516 votes, more than half of the effective voting rights of the company held by the shareholders present;
1.03 Ms. Zheng Fang was elected as a non independent director of the seventh board of directors of the company, with 82058518 votes, more than half of the effective voting rights of the company held by the shareholders present;
1.04 Ms. Zheng Fei was elected as a non independent director of the seventh board of directors of the company, with 82058518 votes, more than half of the effective voting rights of the company held by the shareholders present.
2. Deliberating the proposal on the election of independent directors by the board of directors
2.01 Ms. Xu Meiguang was elected as an independent director of the seventh board of directors of the company, with 74070308 votes, more than half of the effective voting rights of the company held by the shareholders present;
2.02 Mr. Lei Guangyin was elected as an independent director of the seventh board of directors of the company, and obtained 74070308 votes, more than half of the effective voting rights of the company held by the shareholders present;
2.03 Mr. He Zhengsheng was elected as an independent director of the seventh board of directors of the company, and obtained 197066433 votes, more than half of the effective voting rights of the company held by the shareholders present.
3. Considering the proposal on the general election of the board of supervisors, this proposal adopts the cumulative voting system to conduct differential election, and elect two shareholders’ representative supervisors
3.01 elect Ms. Zhou Bo as the shareholder representative supervisor of the seventh board of supervisors of the company, and obtain 148060416 votes, more than half of the effective voting rights of the company held by the shareholders present;
3.02 Ms. Du Jiangxia was elected as the shareholder representative supervisor of the seventh board of supervisors of the company, with 77673814 votes, more than half of the effective voting rights of the company held by the shareholders present;
3.03 Mr. Ma Tao was elected as the shareholder representative supervisor of the seventh board of supervisors of the company, with 59104 votes, less than half of the effective voting rights of the company held by the shareholders present, and was not elected;
3.04 Mr. Zhou Guohua was elected as the shareholder representative supervisor of the seventh board of supervisors of the company. He obtained 21100 votes, which did not exceed half of the effective voting rights of the company held by the shareholders present, and was not elected.
The shareholders’ meeting made a separate vote count on the voting of small and medium-sized investors on all the above proposals and announced the results.
The minutes of the shareholders’ meeting shall be signed by the directors, supervisors, Secretary of the board of directors and the host of the meeting, and the resolutions of the meeting shall be signed by the directors of the company attending the on-site meeting.
Our lawyers believe that the proposals of this general meeting of shareholders comply with the provisions of the company law, rules and other laws, regulations, normative documents and the articles of association, and the proposals and voting results of this general meeting of shareholders are legal and effective.
4、 Concluding observations
It is verified that the convening and convening procedures of this meeting comply with the provisions of laws, administrative regulations, rules and the articles of association, the qualifications of the participants and the convener of the meeting are legal and valid, and the voting procedures and voting results of this meeting are legal and valid.
This legal opinion is made in duplicate and has the same legal effect.
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(there is no text on this page, which is only the signature and seal page of the legal opinion of Beijing Kangda law firm on the first extraordinary general meeting of shareholders in Ningbo Kangqiang Electronics Co.Ltd(002119) 2022) (official seal of Beijing Kangda law firm)
Person in charge: Qiao Jiaping lawyer in charge: Wei Xiaojiang
Zhao Daquan
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