No. 8011, Taiping finance building, Yitian District, Shenzhen
11-12F, Tai Ping Finance Tower, Yitian Road 6001, Futian, Shenzhen, China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Xinya Electronic Co.Ltd(605277) process (Guangdong) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi [2022] No. 032 to: Xinya Electronic Co.Ltd(605277) process (Guangdong) Co., Ltd
Entrusted by Xinya Electronic Co.Ltd(605277) process (Guangdong) Co., Ltd. (hereinafter referred to as "your company"), Guangdong Xinda law firm (hereinafter referred to as "Xinda") appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "this general meeting of shareholders") and carried out necessary verification. 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 (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association of your company, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby review the convening and convening procedures of this general meeting of shareholders Express legal opinions on the qualifications, voting procedures and voting results of the convener and participants.
1、 On the convening and convening of this general meeting of shareholders
On February 12, 2022, the board of directors of your company published in the securities times, China Securities Journal, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) The notice of Xinya Electronic Co.Ltd(605277) process (Guangdong) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 was published on the website. At 15:00 on February 28, 2022, the on-site meeting of your company's general meeting was held as scheduled at 306a, building 1, Zhuoyue Meilin Central Plaza (North District), Zhongkang Road, Futian District, Shenzhen.
This general meeting of shareholders adopts the combination of on-site voting and online voting, and provides all shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for shareholders to vote online through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 28, 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 February 28, 2022.
After verification by Xinda lawyer, the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 About the qualifications of the convener and attendees of the general meeting of shareholders
1. Convener of this shareholders' meeting
After verification by Xinda lawyer, the shareholders' meeting was decided and announced at the 15th (Interim) meeting of the Fifth Board of directors of your company, and the convener of this shareholders' meeting is the board of directors of your company.
2. Shareholders and entrusted agents attending the general meeting of shareholders
There are 5 shareholders and agents entrusted by shareholders attending the shareholders' meeting on site, representing 183038523 voting shares of your company, accounting for 358573% of the total voting shares of your company. In view of the avoidance of affiliated shareholders involved in the proposal deliberated at the shareholders' meeting, there are 2 non affiliated shareholders and agents entrusted by other shareholders attending the shareholders' meeting on site, Shanghai Pudong Development Bank Co.Ltd(600000) voting shares representing the company, accounting for 0.1175% of the total voting shares of your company. Among them, there are 0 minority shareholders and shareholder agents participating in the voting, representing 0 voting shares of your company, accounting for 0.0000% of the total voting shares of your company. Minority shareholders refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of your company's shares.
It is verified by Xinda's lawyer that the above shareholders and their entrusted agents are legally and effectively qualified to attend the general meeting of shareholders and exercise their voting rights.
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders voted effectively through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 53040210 voting shares of your company, accounting for 103906% of the total voting shares of your company, including 8 minority shareholders and shareholder agents, 1993800 voting shares representing your company, accounting for 0.3906% of the total voting shares of your company.
The identity of the above shareholders who vote through the online voting system has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
To sum up, there are 14 shareholders and their authorized proxies attending the general meeting of shareholders. In view of the avoidance of voting by related shareholders, there are 11 shareholders and their authorized proxies who effectively vote through the on-site and online means of the general meeting of shareholders, representing the total number of 53640210 voting shares of your company, accounting for 105081% of the total number of voting shares of your company. Among them, there are 8 minority shareholders and shareholder agents participating in the voting, representing 1993800 voting shares of your company, accounting for 0.3906% of the total voting shares of your company.
3. Other personnel attending the general meeting of shareholders
Other persons attending the shareholders' meeting are directors, supervisors, senior managers and Xinda lawyers of your company.
Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
Verified by Xinda lawyer, the proposal listed in the notice of the general meeting of shareholders is the proposal on the purchase of land use rights, housing buildings (structures) and related party transactions. The general meeting of shareholders voted on the above proposals by open ballot, and counted and supervised the votes according to the procedures specified in the articles of association and the rules of the general meeting of shareholders.
According to the online voting data of this shareholders' meeting provided by Shenzhen Securities Information Co., Ltd., your company has combined the voting results of on-site voting and online voting, and announced the voting results on the spot. The proposals listed in the notice of the meeting were effectively adopted by the shareholders' meeting, and the voting results are as follows:
Proposal on the purchase of land use rights and housing buildings (structures) and related party transactions
The total number of valid voting shares attending the meeting is 53640210; 53388910 shares were approved, accounting for 995315% of the total number of valid voting shares attending the meeting; Against 251300 shares, accounting for 0.4685% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of minority shareholders are:
The total number of valid voting shares attending the meeting is 1993800; 1742500 shares were approved, accounting for 873959% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 251300 shares, accounting for 126041% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Related shareholders have avoided voting.
Xinda lawyer believes that the voting procedures of this general meeting of shareholders comply with relevant laws and regulations, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, Xinda believes that the convening and convening procedures of this general meeting of shareholders of your company comply with relevant laws, administrative regulations, rules of general meeting of shareholders and articles of association, the qualifications of conveners and attendees are valid, and the voting procedures and voting results of this general meeting of shareholders are legal and valid.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders. (no text below)
Legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders of Xinya Electronic Co.Ltd(605277) process (Guangdong) Co., Ltd. in 2022 (Xinda Hui Zi [2022] No. 032) Guangdong Xinda law firm
Person in charge: Signature lawyer:
Lin Xiaochun, Liang Xiaohua
Zeng fan
February 28, 2022
