Beijing Jinchengtongda (Shenzhen) law firm
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Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Of the sixth extraordinary general meeting of shareholders in 2021
Legal opinion
Jin Shen FA Yi Zi [2021] No. 895
518000, floor 5, investment bank building, Fuhua 1st Road, Futian District, Shenzhen
Tel: 0755-2223 5518 Fax: 0755-2223 5528
Beijing Jinchengtongda (Shenzhen) law firm
about
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Legal opinion of the sixth extraordinary general meeting of shareholders in 2021
Jin Shen FA Yi Zi [2021] No. 895 to: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Entrusted by Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”), Beijing Jinchengtongda (Shenzhen) law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the sixth extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the general meeting of shareholders”), and 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 for the general meeting of shareholders”) issued by the China Securities Regulatory Commission, the guidelines for the governance of listed companies, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) Laws, regulations and normative documents such as the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of Association (hereinafter referred to as “articles of association”) The Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) rules of procedure of the general meeting of shareholders (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”) and other relevant provisions witnessed the matters related to the general meeting of shareholders of the company and issued this legal opinion. In order to issue this legal opinion, our lawyers reviewed the articles of association, rules of procedure of the general meeting of shareholders, the resolutions and announcement documents made by the board of directors of the company for convening the general meeting of shareholders, the notice of the general meeting of shareholders, the register of shareholders on the stock right registration date of the general meeting of shareholders Necessary documents and materials such as registration records and vouchers of shareholders attending the on-site meeting.
The company has guaranteed to the exchange that the documents and statements provided by the company to the exchange are true, accurate, complete and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed and provided to the exchange without concealment, falsehood and omission. The originals of the above documents and their signatures and seals are true and effective, and the copies, photocopies, scans The duplicate is consistent with the original and the original.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, We will not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
The exchange agrees to publish this legal opinion as the legal document of the company’s current general meeting of shareholders. This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company’s current general meeting of shareholders. It shall not be used for any other purpose without the prior written consent of the exchange.
Based on the above, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued legal opinions on the relevant matters of the shareholders’ meeting as follows: I. convening and convening procedures of the shareholders’ meeting
(i) Convening procedures of the general meeting of shareholders
The board of directors of the company held the ninth meeting of the second board of directors on December 13, 2021 and decided to convene the shareholders’ meeting, which was posted on the website of Shenzhen Stock Exchange (www.szse. CN) on December 14, 2021 And the designated information disclosure media announced the notice of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) on convening the sixth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-087, hereinafter referred to as the “Notice of general meeting of shareholders”). The notice of the general meeting of shareholders has made a notice on the convener, convening method, time and place, equity registration date, participants, deliberation items, registration method, online voting process, etc. of the general meeting of shareholders. （2） Procedures for convening the general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on December 31, 2021 in conference room 1, office building 62 Yanhu Road, Yanchuan community, Yanluo street, Bao’an District, Shenzhen. It was presided over by Li Haizhou, chairman of the company.
The online voting of the general meeting of shareholders adopts the online voting system of the general meeting of shareholders of companies listed on Shenzhen Stock Exchange (including the trading system and Internet voting system of Shenzhen Stock Exchange, hereinafter referred to as the “online voting system”). The time for the shareholders of the company to vote online through the voting platform of the trading system is the trading time period on December 31, 2021, Namely 09:15-09:25, 09:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is any time during 09:15-15:00 on December 31, 2021.
After verification, the time, place and method of the shareholders’ meeting are consistent with the notice of shareholders’ meeting. In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(i) Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
（2） Qualification of personnel attending the general meeting of shareholders
1. A total of 6 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 128004900 shares of the company with voting rights, accounting for 74.6668% of the total number of 171434720 voting shares of the company.
2. According to the online voting data of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”), a total of one shareholder voted through the online voting system, holding 996948 voting shares of the company, accounting for 0.5815% of the total voting shares of the company. The identity of shareholders who vote through the online voting system shall be verified by the information company.
In addition to the above shareholders and shareholders’ agents attending the shareholders’ meeting, the persons attending or attending the on-site meeting of the shareholders’ meeting also include the company’s directors, supervisors, senior managers and lawyers of the exchange.
In conclusion, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedure
1. Witnessed by our lawyers, the shareholders’ meeting deliberated on the deliberation items specified in the notice of shareholders’ meeting, and the proposals deliberated were consistent with the contents of the notice of shareholders’ meeting, and there was no amendment to the original proposal or new proposal.
2. The general meeting of shareholders adopts a combination of on-site voting and online voting. The shareholders’ meeting was witnessed by the shareholders’ meeting and the shareholders’ meeting was voted by the lawyers one by one. The vote counting and monitoring of the on-site meeting of the general meeting of shareholders are jointly responsible by the representatives of shareholders, supervisors and lawyers of the firm, and the voting results are announced on the spot. Shareholders participating in online voting exercise their voting rights through the trading system voting platform or Internet voting platform within the specified online voting time. After the online voting, the information company provided the company with the statistical data of online voting, and the company combined the voting results of on-site voting and online voting.
（2） Voting results
According to the statistics of voting results, the voting results of the general meeting of shareholders are as follows:
1. The proposal on using some temporarily idle raised funds for cash management was voted and adopted
129001848 shares, accounting for 100% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
According to the voting results, the proposal was passed.
2. The proposal on using part of its own funds for cash management was voted and passed
129001848 shares, accounting for 100% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
According to the voting results, the proposal was passed.
3. The proposal on applying for credit line from the bank and giving corresponding authorization was voted and passed
129001848 shares, accounting for 100% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
According to the voting results, the proposal was passed.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules for general meetings of shareholders, detailed rules for the implementation of online voting at general meetings of shareholders of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the articles of association, The resolution of the general meeting of shareholders is legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by our lawyer.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on the sixth extraordinary general meeting of shareholders in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021) Beijing Jinchengtongda (Shenzhen) law firm (seal)
Principal witness lawyer
Liu Yinhong: Su Tao:
Wang Shunjing:
December 31, 2021
