11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11 & 12 / F, Taiping finance tower, 6001 Yitian Road, Futian District, Shenzhen, China Tel.: (86 755) 88265288 fax.: (86 75588265537
Email: [email protected]. Website: www.shujin.com cn.
About Shenzhen Mason Technologies Co.Ltd(002654)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi [2022] No. 044 to: Shenzhen Mason Technologies Co.Ltd(002654)
Guangdong Xinda law firm (hereinafter referred to as "Xinda") is entrusted by Shenzhen Mason Technologies Co.Ltd(002654) (hereinafter referred to as "the company") to appoint Xinda lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") to witness the legitimacy of the general meeting of shareholders, And issued the legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Shenzhen Mason Technologies Co.Ltd(002654) 2022 (hereinafter referred to as the "legal opinion of the general meeting of shareholders").
The legal opinion of the general meeting of shareholders is 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"), 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 at the general meeting of shareholders") and other relevant laws and regulations Normative documents and the provisions of the current effective Shenzhen Mason Technologies Co.Ltd(002654) articles of Association (hereinafter referred to as the "articles of association"), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance of the legal opinion of the general meeting of shareholders. In order to issue the legal opinion of the general meeting of shareholders, Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, participated in and reviewed the relevant documents and materials of the general meeting of shareholders, and obtained the following guarantee from the company: the documents and materials related to the legal opinion of the general meeting of shareholders provided to Cinda are true, accurate, complete and effective and do not contain any misleading information, And there is no concealment or omission. Affected by the epidemic of New Coronavirus pneumonia and the need to cooperate with the relevant epidemic prevention and control work, XinDa lawyers witnessed the shareholders' meeting through video.
In this legal opinion of the general meeting of shareholders, Xinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only expresses legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the proposals considered by the general meeting of shareholders and other facts and data related to the proposals.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of this shareholders' meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 On the convening and convening of this general meeting of shareholders
The shareholders' meeting was convened by the resolution of the 18th meeting of the 5th board of directors held on March 2, 2022. On March 3, 2022, the board of directors of the company published in the securities times, China Securities Journal, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice of the general meeting of shareholders was issued on the. The aforesaid notice of the general meeting of shareholders lists the on-site holding time and place of the general meeting of shareholders, the time of online voting, voting code, voting proposal number, voting method, contents to be considered by shareholders and other matters. On March 17, 2022, the company was on cninfo.com（ http://www.cn.info.com.cn. ）The suggestive announcement on adjusting the precautions related to epidemic prevention and control of the second extraordinary general meeting of shareholders in 2022 was announced on the. Affected by the covid-19 pneumonia epidemic and meeting the needs of relevant epidemic prevention and control, this general meeting of shareholders of the company was held by video conference. At 15:30 on March 18, 2022, the shareholders' meeting of the company was held as scheduled. The actual time, place and method of the meeting shall be consistent with the notice of the meeting.
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 March 18, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on March 18, 2022.
After verification by Xinda lawyer, the convening and convening procedures of this general meeting of shareholders comply with the relevant laws and regulations such as the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting of the general meeting of shareholders and the relevant provisions of the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. Personnel attending the shareholders' meeting on site
A total of 8 shareholders and entrusted agents attended the shareholders' meeting, representing 110514513 voting shares of the company, accounting for 129238% of the total voting shares of the company. The shareholder Mr. Li Zhijiang has entrusted the voting right corresponding to the 3% shares of the listed company he holds to the controlling shareholder Hubei Hongtai state owned capital investment and operation group Co., Ltd. The above-mentioned shareholders hold relevant shareholding certificates, and the entrusted agents hold written power of attorney.
Verified by Xinda's lawyer, the above shareholders and their entrusted agents attend the on-site meeting of the general meeting of shareholders and exercise their voting rights legally and effectively.
Other persons attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors, senior managers and lawyers appointed by the company.
Xinda lawyer believes that other personnel attending and attending the on-site meeting of the general meeting of shareholders are qualified to attend the general meeting of shareholders.
2. People participating in online voting
According to the online voting statistics of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there were 14 shareholders who voted effectively at the general meeting of shareholders, representing 652100 shares of the company, accounting for 0.0763% of the total voting shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Stock Exchange.
3. Qualifications of the convener of the general meeting of shareholders
The convener of this 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 and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
After verification by Xinda lawyer, the deliberation and voting matters of this shareholders' meeting are the proposals listed in the company's announced meeting notice, and the shareholders and entrusted agents attending this shareholders' meeting did not put forward new proposals. The on-site voting and online voting of the general meeting of shareholders were combined and voted by open ballot. The votes were counted and monitored in accordance with the procedures specified in the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting of the general meeting of shareholders and the articles of association. For the online voting of this shareholders' meeting, Shenzhen Securities Information Co., Ltd. shall provide the company with the total number of voting rights and voting statistical results of this online voting after the online voting. The company has calculated the voting results of on-site voting and online voting. The voting results of this shareholders' meeting are as follows:
1. Deliberated and passed the proposal on adding directors to the 5th board of directors one by one
1.01. Elect Mr. Gong Daoyi as a director of the Fifth Board of directors
The voting result was: 111031215 shares were approved, accounting for 998782% of the total number of valid voting shares attending the meeting;
Among them, the voting results of small and medium-sized investors were: 18468902 shares were agreed, accounting for 992722% of the total number of valid voting shares held by small and medium-sized investors attending the meeting;
1.02. Elect Mr. Zhao Haitao as a director of the Fifth Board of directors
The voting result is: 110514513 shares are approved, accounting for 994134% of the total number of valid voting shares attending the meeting;
Among them, the voting results of small and medium-sized investors were: 17952200 shares were agreed, accounting for 964949% of the total number of valid voting shares held by small and medium-sized investors attending the meeting;
1.03. Elect Mr. Chen Huajun as a director of the Fifth Board of directors
The voting result is: 110514513 shares are approved, accounting for 994134% of the total number of valid voting shares attending the meeting;
Among them, the voting results of small and medium-sized investors were: 17952200 shares were agreed, accounting for 964949% of the total number of valid voting shares held by small and medium-sized investors attending the meeting;
1.04. Elect Mr. Hu Ligang as a director of the 5th board of directors
The voting result is: 110514513 shares are approved, accounting for 994134% of the total number of valid voting shares attending the meeting;
Among them, the voting results of small and medium-sized investors were: 17952200 shares were agreed, accounting for 964949% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2. Deliberated and passed the proposal on adding supervisors to the 5th board of supervisors
The voting result is: 111157213 shares are approved, accounting for 999915% of the total number of valid voting shares attending the meeting; 9400 opposition shares, accounting for 0.0085% 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 were: 18594900 shares were agreed, accounting for 999495% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 9400 opposed shares, accounting for 0.0505% of the total number of effective voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The shareholders and entrusted agents attending the shareholders' meeting did not raise objections to the voting results.
After the review of Xinda lawyer, the voting procedures of all proposals at this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association of the company, and the voting results are legal and valid.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of the company 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 of the general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
(no text below)
(this page is the signature page of the legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Shenzhen Mason Technologies Co.Ltd(002654) 2022 (Xinda Hui Zi [2022] No. 044))
Witness lawyer of Guangdong Xinda law firm:
Ding Ziyi
Person in charge: Lin Xiaochun
Liu Yu
March 18, 2022
