Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-01050867666 Fax: 86-01065527227
Email / e-mail: [email protected].
Beijing Tianjin Shanghai Shenzhen Guangzhou Xi’an Shenyang Nanjing Hangzhou Haikou Heze Chengdu Suzhou Hohhot Hong Kong Changsha Wuhan Zhengzhou Xiamen
Beijing Kangda law firm
About Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0077 to: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shenzhen Jingquanhua Electronics Co.Ltd(002885) (hereinafter referred to as “the company”) and assigns its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”).
According to 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 (hereinafter referred to as the “rules for the general meeting of shareholders”), and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Shenzhen Jingquanhua Electronics Co.Ltd(002885) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, voting procedures and voting results. With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this. (3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided. (4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers.
Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the resolution of the 24th Meeting of the third board of directors of the company.
According to the information published on the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The notice of Shenzhen Jingquanhua Electronics Co.Ltd(002885) on convening the first extraordinary general meeting of shareholders in 2022 issued by the board of directors of the company on March 8, 2022.
The board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method, deliberation matters, etc. of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held in Room 201, building 1, Shenzhen Jingquanhua Electronics Co.Ltd(002885) science and Technology Industrial Park, No. 10, Pingqiao Road, Pingdi street, Longgang District, Shenzhen at 14:30 p.m. on Wednesday, March 23, 2022. The time and place of the meeting were in line with the notice, and the meeting was presided over by Mr. Zhang lipin, chairman of the board.
The online voting time of this meeting is March 23, 2022, which is through the trading department of Shenzhen Stock Exchange
The specific time for unified online voting is 9:15-9:25 a.m. on March 23, 2022; 9: 30-11:30, 13:00-15:00, the specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 23, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 18 shareholders and shareholders’ agents attended the meeting, representing a total of voting shares of the company
110213732 shares, accounting for 612299% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, there were 11 shareholders and their agents attending the on-site meeting, representing 67989967 voting shares of the company, accounting for 377722% of the total voting shares of the company.
The owners of the above shares are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on March 18, 2022.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 7 shareholders participated in the online voting of this meeting, and 42223765 shares representing the voting shares of the company, accounting for 234576% of the total voting shares of the company. The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, a total of 6 small and medium-sized investor shareholders attended the on-site meeting and online voting, and 8240729 shares representing the voting shares of the company, accounting for 4.5782% of the total voting shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include some directors, supervisors, senior managers of the company and lawyers of the firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and adopted the proposal on the general election of non independent directors of the Fourth Board of directors of the company
The proposal is voted item by item by cumulative voting, and the voting results are as follows:
1.01 Mr. Zhang lipin was elected as a non independent director of the Fourth Board of directors of the company, and was approved with 75782614 shares, accounting for 687597% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 30376 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
1.02 Mr. Qi Siming was elected as a non independent director of the fourth session of the board of directors of the company, and was approved by 75782614 shares, which accounted for 687597% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 30375 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
1.03 Mr. Ju Wanjin was elected as a non independent director of the fourth session of the board of directors of the company, and was approved with 75782615 shares, accounting for 687597% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 30375 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
1.04 Mr. Wang Zhaohua was elected as a non independent director of the fourth session of the board of directors of the company, and was approved with 75782616 shares, accounting for 687597% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 30375 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
1.05 Mr. Li Zhangong was elected as a non independent director of the fourth session of the board of directors of the company. With the consent of 75782617 shares, the consent shares accounted for 687597% of the valid voting shares attending the meeting, which was deliberated and adopted.
Among them, the voting result of minority investor shareholders on the proposal was: 30375 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
1.06 Mr. Zhang Liyang was elected as a non independent director of the fourth session of the board of directors of the company, and was approved by 75782618 shares, which accounted for 687597% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 30375 shares agreed, accounting for 0.3686% of the total voting shares held by minority investor shareholders attending the meeting.
2. Deliberated and adopted the proposal on the election of independent directors of the Fourth Board of directors
The proposal is voted item by item by cumulative voting, and the voting results are as follows:
2.01 Ms. Li Zhuoying was elected as an independent director of the Fourth Board of directors of the company, and was approved with 83984067 shares, which accounted for 762011% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 8231829 shares agreed, accounting for 998920% of the total voting shares held by minority investor shareholders attending the meeting.
2.02 Ms. Dong Xiuqin was elected as an independent director of the Fourth Board of directors of the company, and was approved with 83984068 shares, which accounted for 762011% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 8231829 shares agreed, accounting for 998920% of the total voting shares held by minority investor shareholders attending the meeting.
2.03 Mr. Hu Zongbo was elected as an independent director of the Fourth Board of directors of the company. It was approved with 83984069 shares, accounting for 762011% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 8231829 shares agreed, accounting for 998920% of the total voting shares held by minority investor shareholders attending the meeting.
3. Deliberated and adopted the proposal on the election of non employee representative supervisors of the Fourth Board of supervisors
The proposal is voted item by item by cumulative voting, and the voting results are as follows:
3.01 Mr. He Shiping was elected as the non employee representative supervisor of the fourth session of the board of supervisors of the company, and was approved with 83984067 shares, accounting for 762011% of the valid voting shares attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 8231829 shares agree,
