Zhejiang Zhejing law firm
about
Joyware Electronics Co.Ltd(300270) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 25 / F, block a, Sunyard Technology Co.Ltd(600571) International Creative Center, 1750 Jianghong Road, Binjiang District, Hangzhou, Zhejiang
Tel: 057185151338
Fax: 057185151513
Post code: 310052
website: http://www.zjlawfirm.com.
Zhejiang Zhejing law firm
about
3 Haixin Foods Co.Ltd(002702) 022 first extraordinary general meeting of shareholders
of
Legal opinion
(2022) zjyz No. 101 to: Joyware Electronics Co.Ltd(300270)
Entrusted by Joyware Electronics Co.Ltd(300270) (hereinafter referred to as "the company"), Zhejiang Zhejing law firm (hereinafter referred to as "the firm") appointed lawyers Ma Hongwei and Ding Yi of the firm to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), and discussed the convening and convening procedures of the general meeting of shareholders Issue legal opinions on the qualification of participants and the legality and effectiveness of voting procedures at the meeting. In order to issue this legal opinion, our lawyers attended the shareholders' meeting as nonvoting delegates, reviewed the originals and copies of relevant documents of the shareholders' meeting provided by the company, including but not limited to various agenda and relevant resolutions of the company, and listened to the statements and explanations of the company on relevant facts.
The company has promised the exchange that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
Our lawyers only express legal opinions in accordance with the facts occurring or existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. In this legal opinion, our lawyers only express their opinions on the legality and validity of the voting procedures and voting results of the general meeting of shareholders, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
Or use. The exchange agrees that the company will take this legal opinion as the announcement material of the company's general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
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"), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission Laws and regulations such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for the implementation of online voting") issued by Shenzhen Stock Exchange and the provisions of Joyware Electronics Co.Ltd(300270) articles of Association (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The following legal opinions are hereby issued to verify and verify the relevant matters of the general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. According to the company's board of directors on February 24, 2022（ http://www.cn.info.com.cn. ）Website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）The announcement of Joyware Electronics Co.Ltd(300270) on the notice of convening the first extraordinary general meeting of shareholders in 2022 announced the time, place, deliberation items, attendees, registration methods, voting methods and other matters of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of convening the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. Among them, the date and time of online voting through the trading system of Shenzhen Stock Exchange are 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 11, 2022; The date and time of online voting through the Internet voting system is 9:15-15:00 on March 11, 2022; The on-site meeting will be held at 15:30 p.m. on Friday, March 11, 2022 in the conference room on the 18th floor of the company (address: Zhongwei building, No. 1819 Xixing Road, Binjiang District, Hangzhou), presided over by Mr. Shi Xugang, chairman of the company.
The time, place and content of the shareholders' meeting are consistent with the announcement of the meeting.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, rules for general meetings of shareholders, rules for the implementation of online voting and the articles of association.
According to the announcement, the equity registration date of this shareholders' meeting is March 4, 2022. According to the investigation, the total number of shares of the company was 302806028 as of the end of the transaction of Shenzhen Stock Exchange on the equity registration date. The shareholders of the company registered on the equity registration date have the right to attend the general meeting of shareholders.
According to the signatures of the shareholders attending the meeting, the power of attorney and the data provided by Shenzhen Securities Information Co., Ltd., 11 shareholders and entrusted agents attended the meeting, representing 13132740 voting shares of the company, accounting for 4.3370% of the total voting shares of the company. Of which:
(1) There are 3 shareholders and entrusted agents participating in the on-site voting of the general meeting of shareholders, with 1037800 representative shares, accounting for 0.3427% of the total voting shares of the company;
(2) A total of 8 shareholders voted through the trading system and Internet voting system of Shenzhen Stock Exchange, with 12094940 representative shares, accounting for 3.9943% of the total voting shares of the company.
(3) A total of 8 minority shareholders (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the company's shares) participated in the meeting through the on-site and online. The number of voting shares held by the company is 12094940, accounting for 3.9943% of the total voting shares of the company.
2. Other personnel attending the general meeting of shareholders
Other personnel attending the shareholders' meeting are directors, supervisors, senior managers and lawyers hired by the board of directors.
It has been verified that the qualifications of shareholders and other personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and the articles of association.
3、 Proposals considered at the general meeting of shareholders
Verified by the lawyers of the exchange, the proposals deliberated at the general meeting of shareholders are consistent with the deliberation matters listed in the notice; There was no amendment to the notice of the shareholders' meeting, and there was no new proposal proposed by the shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting deliberated the proposals specified in the announcement of the meeting, and the meeting voted on the proposals by open ballot; The proposals considered at this shareholders' meeting are special resolutions, which can only be adopted with the consent of more than two-thirds of the total voting shares attending the meeting; The proposal considered at this shareholders' meeting belongs to related party transactions. The related shareholders Shi Xugang and Beijing haihoutai Capital Management Co., Ltd. - Xinxiang xintou industry M & A investment fund No. 1 partnership (limited partnership) avoided voting on the above proposal. According to the voting results, the following proposals were not passed at the shareholders' meeting:
1. The voting results of the proposal on extending the validity period of the company's resolution on issuing A-Shares to specific objects in 2020 are as follows:
Agree to 8357700 shares, accounting for 636402% of the valid voting shares attending the general meeting of shareholders; Against 37240 shares, accounting for 284574% of the valid voting shares attending the general meeting of shareholders; 1037800 shares were abstained (among which 1037800 shares were abstained by default due to non voting), accounting for 7.9024% of the valid voting shares attending the general meeting of shareholders.
Among them, the voting results of minority shareholders: 8357700 shares were agreed, accounting for 691008% of the valid voting shares of minority shareholders attending the general meeting of shareholders; Against 37240 shares, accounting for 308992% of the effective voting shares of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the general meeting of shareholders.
2. The proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the issuance of shares to specific objects in 2020, the voting results are as follows:
Agree to 8357700 shares, accounting for 636402% of the valid voting shares attending the general meeting of shareholders; Against 37240 shares, accounting for 284574% of the valid voting shares attending the general meeting of shareholders; 1037800 shares were abstained (among which 1037800 shares were abstained by default due to non voting), accounting for 7.9024% of the valid voting shares attending the general meeting of shareholders.
Among them, the voting results of minority shareholders: 8357700 shares were agreed, accounting for 691008% of the valid voting shares of minority shareholders attending the general meeting of shareholders; Against 37240 shares, accounting for 308992% of the effective voting shares of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the effective voting shares of minority shareholders attending the general meeting of shareholders.
The number of approved shares of the above two proposals did not reach more than two-thirds of the total voting shares attending the meeting, and did not meet the requirements of the law and the articles of Association for the number of valid votes, so the above two proposals were not adopted.
The voting of the on-site meeting of the general meeting of shareholders shall be monitored and counted according to the procedures specified in the articles of association, and the voting results shall be announced on the spot. The minutes of the general meeting of shareholders shall be signed and kept by all directors, supervisors, Secretary of the board of directors, convener or his representative and the chairman of the meeting.
The lawyers of the firm believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and the articles of association, and are legal and effective.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate.
(there is no text below, which is the signature page of this legal opinion)
(there is no text below, which is the signature page of the legal opinion of Zhejiang Zhejing law firm on the first extraordinary general meeting of shareholders in 3 Haixin Foods Co.Ltd(002702) 022)
Zhejiang Zhejing law firm
Person in charge: Handling lawyer:
Yang Jie, Ma Hongwei
Handling lawyer:
Ding Yi
March 11, 2002
