Anhui Chengyi law firm
About Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
Legal opinion on convening the first extraordinary general meeting of shareholders in 2022
(2022) Cheng Yi Fa Zi No. 00035 to: Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies and other laws and regulations and other normative documents, Anhui Chengyi law firm has accepted the entrustment of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) (hereinafter referred to as ” Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) “) to appoint Si Hui Lawyer Zhang Gen (hereinafter referred to as “the lawyer”) issued a legal opinion on Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”).
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening
After verification, the general meeting of shareholders was convened by the 5th board of directors of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) company, and the notice of the meeting was published on the information disclosure newspaper designated by China Securities Regulatory Commission and the website designated by Shenzhen Stock Exchange 15 days in advance. The general meeting of shareholders has been held as scheduled according to the requirements of the announcement. The qualification of the convener and the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
2、 Qualification of participants in this shareholders’ meeting
Upon verification, there are 275 Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) shareholders and authorized representatives participating in the shareholders’ meeting, representing 686127084 shares with voting rights, all of which are Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation after the closing of the transaction on the afternoon of March 2, 2022 Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) directors, supervisors, other senior managers and the lawyer also attended the shareholders’ meeting. The qualifications of the personnel attending the general meeting of shareholders meet the provisions of laws, regulations, normative documents and the articles of association.
3、 Proposal of this shareholders’ meeting
After verification, the proposal considered at the shareholders’ meeting was put forward by the Fifth Board of directors of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) and announced 15 days in advance. The qualification of the proposer of this shareholders’ meeting and the procedures for proposing the proposal comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
After verification, the general meeting of shareholders voted on the proposals submitted to the general meeting of shareholders for deliberation by combining on-site voting and online voting in accordance with the voting procedures specified in the rules for general meetings of shareholders of listed companies and the articles of association. Two shareholder representatives, a supervisor and the lawyer jointly counted and monitored the votes cast on the spot. The chairman of the meeting announced the results of the on-site voting on the spot, and the shareholders and shareholder representatives attending the meeting did not raise any objection. The online voting results are provided by Shenzhen Securities Information Co., Ltd. The voting results of this shareholders’ meeting are as follows:
(I) the proposal on changing the purpose of some raised funds was deliberated and adopted
Voting: 685842084 shares were approved, accounting for 999585% of the total number of valid voting shares attending the general meeting of shareholders; Against 285000 shares, accounting for 0.0415% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
(II) the proposal on terminating the spin off of holding subsidiaries to gem listing was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 685847384 shares were approved, accounting for 999592% of the total number of valid voting shares attending the general meeting of shareholders; Against 269600 shares, accounting for 0.0393% of the total number of valid voting shares attending the general meeting of shareholders; 10100 shares abstained, accounting for 0.0015% of the total number of valid voting shares attending the general meeting of shareholders.
(III) the proposal on the company’s 2022 shareholding plan for core managers and technical talents (Draft) and its summary was deliberated and adopted
Voting: 655638283 shares were approved, accounting for 955564% of the total number of valid voting shares attending the general meeting of shareholders; 30488801 shares opposed, accounting for 4.4436% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
(IV) the proposal on the management measures for the shareholding plan of the company’s core managers and technical talents in 2022 was deliberated and adopted
Voting: 655653883 shares were approved, accounting for 955587% of the total number of valid voting shares attending the general meeting of shareholders; 30473201 shares opposed, accounting for 4.4413% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
(V) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan was deliberated and adopted
Voting: 655638283 shares were approved, accounting for 955564% of the total number of valid voting shares attending the general meeting of shareholders; 30488801 shares opposed, accounting for 4.4436% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
(VI) the proposal on by election of independent directors of the 5th board of directors was deliberated and adopted
Voting: 685710784 shares were approved, accounting for 999393% of the total number of valid voting shares attending the general meeting of shareholders; 399200 shares opposed, accounting for 0.0582% of the total number of valid voting shares attending the general meeting of shareholders; 17100 shares abstained, accounting for 0.0025% of the total number of valid voting shares attending the general meeting of shareholders.
After verification, the voting results of this shareholders’ meeting are consistent with the resolutions of this shareholders’ meeting. The voting procedures and results of this general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association.
5、 Concluding observations
In conclusion, the lawyer believes that: Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) the qualifications of the convener, the convening procedures, the qualifications of the attendees, the proposals, the voting procedures and the voting results of this general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association. The relevant resolutions adopted at this shareholders’ meeting are legal and valid.
(there is no text on this page, which is the signature and seal page of (2022) Chengyi FA Zi No. 00035 legal opinion) person in charge of Anhui Chengyi law firm: Bao Jinqiao
Handling lawyer: Si Hui
Zhang Gen
March 2, 2008
