Guangdong Longhao law firm
GuangDong Headhunt Law Firm
Legal opinion on Dea General Aviation Holding Co.Ltd(002260) the third extraordinary general meeting of shareholders in 2021 December 30, 2012
To: Dea General Aviation Holding Co.Ltd(002260) (hereinafter referred to as "your company")
Guangdong Longhao law firm (hereinafter referred to as "the firm") accepted the entrustment of your company on December 30, 2021 and appointed Tan Zhenen and Deng Jingyu (hereinafter referred to as "the firm's lawyer") to attend the third extraordinary general meeting of shareholders of your company in 2021 (hereinafter referred to as "the 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 securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws and regulations This legal opinion is issued in accordance with the regulations and the articles of association of Dea General Aviation Holding Co.Ltd(002260) in force (hereinafter referred to as the "articles of association") on the convening and convening procedures of the general meeting of shareholders of your company, the qualifications of participants and conveners, voting procedures and voting results.
Your company has guaranteed and promised that the originals and copies of all documents provided by your company are true, complete and valid documents, and the signatures and seals on the materials are true. Your company has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to our lawyers without any concealment, omission or major misleading.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting as nonvoting delegates, and checked and verified the relevant facts and documents such as the convening, convening and voting of the shareholders' meeting provided by your company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry and in accordance with the relevant provisions of current laws and regulations. The exchange and its lawyers agree to announce this legal opinion together with the resolution of the general meeting of shareholders. In addition, this legal opinion shall not be used for any other purpose without the consent of the exchange. On this basis, according to the date of issuance of this legal opinion and the relevant facts related to the shareholders' meeting before, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
According to the information disclosure website designated by the CSRC on December 14, 2021, the board of directors of your company（ http://www.cn.info.com..cn./new/index ）Shenzhen Stock Exchange（ http://www.szse.cn. ）The announcement of Dea General Aviation Holding Co.Ltd(002260) on the resolution of the 30th meeting of the Fifth Board of directors and the notice of Dea General Aviation Holding Co.Ltd(002260) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "Notice of the meeting") published, The Dea General Aviation Holding Co.Ltd(002260) announcement on the addition of interim proposals and supplementary notices to the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "Supplementary Notice") published on December 21, 2021. This general meeting of shareholders was convened by the board of directors of your company. The board of directors of the company has made a resolution on this and notified all shareholders in the form of announcement 15 days before the meeting, The notice of the meeting has specified the necessary matters such as the time and place of the shareholders' meeting, the method of holding the meeting, the matters to be considered, the objects to attend the meeting, the voting method, the date of equity registration, the method of meeting registration, etc., of which the interval between the date of equity registration (December 23) and the date of the meeting (December 30) shall not exceed 7 working days.
Accordingly, our lawyers believe that the convening of the general meeting of shareholders complies with Articles 100, 101 and 102 of the company law, articles 4, 14, 15 and 18 of the rules of general meeting of shareholders and articles 48, 59 and 60 of the articles of association.
（2） Convening of this general meeting of shareholders
1. According to the meeting notice and supplementary notice reviewed by our lawyers, the shareholders' meeting adopts the combination of on-site voting and online voting.
2. After verification by our lawyers, the on-site meeting of the general meeting of shareholders was held in the conference room of west company, Industrial Avenue, Songxia Industrial Park, Songgang, Nanhai District, Foshan City at 3:30 p.m. on December 30, 2021. The actual time and place of the meeting were the same as those notified in the notice of meeting.
3. After verification by the lawyers of the exchange, the general meeting of shareholders was presided over by the chairman of the company, Ms. Cao Shishi, which met the provisions of Article 101 of the company law, Article 27 of the rules of general meeting of shareholders and Article 73 of the articles of association.
4. After verification by our lawyers, on December 30, 2021, Your company has provided online voting services to the circulating shareholders of your company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange: 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 December 30, 2021 (the day of the current general meeting of shareholders); Through the Internet voting system of Shenzhen Stock Exchange, voting starts at 9:15 on December 30, 2021 (the day of the on-site general meeting) and ends at 15:00 on December 30, 2021 (the day of the end of the on-site general meeting).
Accordingly, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of Article 102 of the company law, Articles 20 and 21 of the rules of general meeting of shareholders and Article 86 of the articles of association, and the convening and convening procedures of this general meeting of shareholders are legal and effective.
2、 Qualifications of personnel attending the general meeting of shareholders and the convener
(i) Qualification of personnel attending the general meeting of shareholders
1. Qualification of shareholders and their entrusted agents participating in the on-site meeting and online voting of the general meeting of shareholders
Wutong Xiang Yu Investment Co., Ltd. (Beijing Wutong Xiang Yu) and Shenzhen Xun Education Technology Co., Ltd. (Li Jin), Li Jin, Wang Yajun, Wang Rong an, Hu Guilan and Zhou Meiling attended the shareholders' meeting at the scene. The number of voting shares of shareholders and their entrusted agents attending the on-site meeting of the general meeting of shareholders is 225807746 shares, accounting for 40.55% of the total number of 55692 shares of the company. The number of voting shares of shareholders and their entrusted proxy representatives participating in the on-site meeting and online voting of the general meeting of shareholders is 260773505 shares, accounting for 46.82% of the total number of 55692 shares of the company.
According to the Dea General Aviation Holding Co.Ltd(002260) signed by shareholders issued by your company on December 11, 2021
<一致行动与表决权委托协议>
The announcement of the company, the simplified equity change report (I) and the simplified equity change report (II) (hereinafter collectively referred to as the "simplified equity change report"), the shareholders of your company, Chen Yichao, Zhang Yu, Yang Weijian, Yang Yaomei, Cao Sheng and Yang Mingyu, jointly signed the agreement on unanimous action and voting right entrustment, which agreed that the above shareholders should exercise the convening right, proposal right Take concerted action when voting. Yang Mingyu is the person entrusted to exercise the voting right, and it is agreed that before Yang Mingyu exercises the voting right, the parties to the agreement shall convene an internal meeting in advance to discuss the matters to be voted at the general meeting of shareholders and the board of directors and form a unanimous resolution. The simplified equity change report shows that the number of voting rights (shares) of shareholders Chen Yichao, Zhang Yu, Yang Weijian, Yang Yaomei and Cao Sheng after the equity change is 0. However, according to the online voting statistics of the third extraordinary general meeting of shareholders of de'ao TONGHANG in 2021 provided to your company by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, the aforementioned shareholders Chen Yichao, Zhang Yu, Yang Weijian, Yang Yaomei and Cao Sheng have respectively conducted online voting, while Yang Mingyu did not attend the general meeting to exercise his voting right, No internal resolution of persons acting in concert was issued to the general meeting of shareholders. Therefore, our lawyers believe that the online voting of shareholders Chen Yichao, Zhang Yu, Yang Weijian, Yang Youmei and Cao Sheng respectively does not comply with the agreement on concerted action and voting right entrustment signed by the above shareholders and the content that the number of voting rights (shares) of the above shareholders is 0 in the simplified report on changes in equity (I) and the simplified report on changes in equity (II), The online voting of shareholders Chen Yichao, Zhang Yu, Yang Weijian, Yang Youmei and Cao Sheng is 100.8 million shares, which is not included in the voting results of various proposals.
Wutong Xiang Yu authorized the natural person Zhang Xiaoyun and Wang Yajun to authorize natural persons Ke Chengpeng and Wang Rongan to authorize natural people to admire the military, Li Jin authorized the natural military to admire the interests, Hu Guilan authorized the natural person to win the victory, Zhou Meiling granted the natural person Peng Jiewei, the company of the legal representative of Corelle, and attended the shareholders' meeting. Relevant authorization documents and qualification documents of authorized parties have been submitted to the exchange. After verification by the lawyers of the exchange, these documents meet the specific requirements of the articles of association in form.
Accordingly, the lawyer of this Institute believes that the Wutong Xiangyu of your company authorizes natural person Zhang Xiaoyun and Wang Yajun to authorize natural person Cheng Peng, Wang Rongan to authorize the natural person to admire the profits, Hu Guilan to authorize the natural person to win the victory, Zhou Meiling to grant the natural person Peng Jie Wei, the legal representative of Corelle and Li Jin to attend the shareholders meeting, which is in line with the 106th law of the company law. According to paragraph 3 of Article 20 of the rules of the general meeting of shareholders and articles 65, 66 and 67 of the articles of association, the authorization is legal and effective. The above shareholders and entrusted agents are legally qualified to participate in the general meeting of shareholders and exercise their voting rights.
2. Qualifications of other personnel attending and attending the general meeting of shareholders as nonvoting delegates
According to the verification of our lawyers, in addition to the shareholders of your company, some directors, supervisors and senior executives of your company attended and attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
Accordingly, our lawyers believe that according to the rules of the general meeting of shareholders, the articles of association and the relevant contents of the meeting notice, the personnel attending and attending the on-site meeting of the general meeting of shareholders are legally qualified.
（2） Qualification of convener of this general meeting of shareholders
Upon the review of the lawyers of the firm, the shareholders' meeting was convened by the board of directors of the company, which complies with the provisions of the company law and other laws and regulations and the articles of association.
Accordingly, our lawyers believe that 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
(i) Voting procedures of the general meeting of shareholders
1. According to the verification of our lawyers, the chairman of the shareholders' meeting announced the number of shareholders and shareholders' agents attending the meeting and the total number of voting shares held before the voting at the on-site meeting, which is in line with Article 30 of the rules of shareholders' meeting and Article 77 of the articles of association.
2. According to the verification of our lawyers, the matters actually deliberated and voted at this general meeting are consistent with the proposals specified in the meeting notice and supplementary notice, and there is no amendment to the proposals during the deliberation, which is in line with the relevant provisions of Article 102 of the company law, articles 14 and 34 of the rules of the general meeting of shareholders and articles 59 and 91 of the articles of association.
3. According to the verification of the lawyers of the exchange, the shareholders or shareholders' agents attending the on-site meeting voted on proposal 1, proposal 2 and proposal 3 by cumulative voting, and proposal 4 by open ballot, which met the provisions of Articles 32 and 33 of the rules of the general meeting of shareholders and articles 93, 96 and 112 of the articles of association.
4. According to the verification of the lawyers of the exchange, the shareholders' representatives, supervisors' representatives and the lawyers of the exchange were elected to be jointly responsible for counting and scrutinizing votes at the general meeting of shareholders, which is in line with Article 37 of the rules of the general meeting of shareholders and article 94 of the articles of association.
Accordingly, our lawyers believe that the convening procedure of this general meeting of shareholders is legal and effective.
（2） Voting results of the general meeting of shareholders
According to the statistical counting of the voting results of the on-site meeting by the shareholder representatives, the supervisor representatives and the lawyers of the exchange, and the statistical results of the online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on general election of the board of directors and nomination of candidates for non independent directors of the sixth board of directors was considered and adopted.
1.01 elect Ms. Cao Shishi as a non independent director of the sixth board of directors of the company
Voting results: 26894887400 affirmative votes, accounting for 103.13% of the total voting shares attending the general meeting of shareholders; Among them, the voting results of small and medium-sized investors: 92.177128 million shares were agreed, accounting for 109.73% of the shares held by small and medium-sized shareholders attending the meeting.
The sub proposal was considered and passed. Ms. Cao Shishi was elected as a non independent director of the sixth board of directors of the company.
1.02 elect Mr. an Mingxin as a non independent director of the sixth board of directors of the company
Voting results: 250695871 affirmative votes, accounting for 96.14% of the total voting shares attending the general meeting of shareholders; Among them, the voting results of small and medium-sized investors: 73924150 shares were agreed, accounting for 88.00% of the shares held by small and medium-sized shareholders attending the meeting.
The sub proposal was considered and passed. Mr. an Mingxin was elected as a non independent director of the sixth board of directors of the company.
1.03 elect Mr. Lin Zhensheng as a non independent director of the sixth board of directors of the company
Voting results: 250461161 affirmative votes, accounting for 96.05% of the total voting shares attending the general meeting of shareholders; Among them, the voting results of small and medium-sized investors: 73689415 shares were agreed, accounting for 87.72% of the shares held by small and medium-sized shareholders attending the meeting.
The sub proposal was considered and passed. Mr. Lin Zhensheng was elected as a non independent director of the sixth board of directors of the company.
1.04 elect Ms. Dong Meili as a non independent director of the sixth board of directors of the company
Voting results: 1129546 affirmative votes, accounting for 0.43% of the total voting shares attending the general meeting of shareholders; Among them, the voting results of small and medium-sized investors: 1129546 shares were agreed, accounting for 1.34% of the shares held by small and medium-sized shareholders attending the meeting.
The sub proposal was not adopted after deliberation. Ms. Dong Meili was not elected as a non independent director of the sixth board of directors of the company.
1.05 elect Mr. Wu Chongli as the sixth member of the company
