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Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Dongguan Aohai Technology Co.Ltd(002993) 2022 first extraordinary general meeting of shareholders
Legal opinion
Xinda Huizi (2022) No. 041 to: Dongguan Aohai Technology Co.Ltd(002993)
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, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules") and other laws and regulations, as well as the provisions of the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the "articles of association") in force, Guangdong Xinda law firm (hereinafter referred to as "Xinda") has accepted the entrustment of your company to appoint lawyers Xie Xingjun and Shi Li (hereinafter referred to as "Xinda lawyer") to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "this general meeting of shareholders"), and on the basis of necessary verification, review the convening and convening procedures of this general meeting of shareholders of your company Give witness opinions on the qualification, voting procedures and results of the participants and conveners of the meeting. In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The notice of the joint stock limited company on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the board of directors") announced the time and place of the general meeting of shareholders, the method of holding the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters according to the statutory time limit.
Lawyer Xinda believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(II) convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company's notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, the main contents of your company's notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. The general meeting of shareholders was held as scheduled at 14:30 p.m. on March 10, 2022 in the conference room of the company at No. 2, Yinyuan street, jiaoyitang, Tangxia Town, Dongguan City. The actual time, place and voting method of the meeting were consistent with the time, place and voting method notified in the meeting notice. The meeting was presided over by Mr. Liu Hao, chairman of the company.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to the XinDa lawyer's check and check of the shareholders who attended the meeting and the relevant shareholders' register of the relevant statutory securities registries as at the end of the Shenzhen stock exchange ended March 3, 2022, the name of the shareholders, the shareholder's certificate and the ID number code of the shareholders attending the shareholders meeting were consistent with the records of the shareholders' register. Legal and valid power of attorney and relevant identity certificates held by the shareholders' agents attending the meeting.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
Some directors, some supervisors, senior managers and Xinda lawyers of your company also attended or attended the shareholders' meeting as nonvoting delegates.
(III) qualification of convener of the general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders' agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
(I) proposals to be deliberated at this shareholders' meeting
According to the announcement of the board of directors, the shareholders' meeting considered:
1. Proposal on providing guarantee and related party guarantee for the joint-stock company Shenzhen qinze Tongda Technology Co., Ltd. to apply for bank comprehensive credit line;
2. Proposal on applying for comprehensive credit line and providing guarantee from the bank by the company and its subsidiaries.
(II) voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the shareholders' meeting voted on the proposal included in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network voting
According to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of this shareholders' meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(III) voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders' meeting was adopted after combining the results of on-site and online voting. Specifically:
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders' meeting was adopted after combining the results of on-site and online voting.
Specifically:
1. Proposal on providing guarantee and related party guarantee for the joint-stock company Shenzhen qinze Tongda Technology Co., Ltd. to apply for bank comprehensive credit line
Voting results: 9449562 shares were approved, accounting for 978652% of the total number of valid voting shares attending the meeting; 206129 opposed shares, accounting for 2.1348% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 5352562 shares were agreed, accounting for 962918% of the shares held by small and medium-sized investors attending the meeting; 206129 shares opposed, accounting for 3.7082% of the shares held by small and medium-sized investors attending the meeting; Abstained from 0 shares, accounting for 0% of the shares held by small and medium-sized investors attending the meeting.
2. Proposal on applying for comprehensive credit line and providing guarantee from the bank by the company and its subsidiaries
Voting results: 9449562 shares were approved, accounting for 978652% of the total number of valid voting shares attending the meeting; 206129 opposed shares, accounting for 2.1348% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 5352562 shares were agreed, accounting for 962918% of the shares held by small and medium-sized investors attending the meeting; 206129 shares opposed, accounting for 3.7082% of the shares held by small and medium-sized investors attending the meeting; Abstained from 0 shares, accounting for 0% of the shares held by small and medium-sized investors attending the meeting.
4、 Concluding observations
To sum up, lawyer Xinda believes that: Dongguan Aohai Technology Co.Ltd(002993) 2022 the convening and convening procedures of the first extraordinary general meeting of shareholders comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association. The qualifications of the personnel attending or non voting at the meeting and the convener are legal and effective, and the voting procedures of this general meeting of shareholders are legal, The resolution of the first extraordinary general meeting of shareholders in Dongguan Aohai Technology Co.Ltd(002993) 2022 formed at the meeting is legal and effective.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders. This legal opinion is made in two originals without copies.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Dongguan Aohai Technology Co.Ltd(002993) 2022)
Guangdong Xinda law firm
Handled by: lawyer in charge:
Lin Xiaochun, Xie Xingjun
Handling lawyer:
Shi Li
March 10, 2002
