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.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Kangda guhui Zi [2022] No. 0092 to: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Beijing Xinxing Oriental aviation equipment Co., Ltd. (hereinafter referred to as “the company”) and appointed its lawyers to attend the second extraordinary general meeting of shareholders of the company 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 Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of this meeting, the qualifications of conveners 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 conducted by 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 29th meeting of the third board of directors of the company.
According to the notice of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) on convening the second extraordinary general meeting of shareholders in 2022 issued on the designated information disclosure media, 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 and deliberation matters 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 at 14:30 p.m. on April 1, 2022 in the conference room on the fourth floor of building 4, Zone C, Yiyuan cultural and creative base, Haidian District, Beijing.
The online voting time of this meeting is April 1, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on April 1, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on April 1, 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 17 shareholders and shareholders’ agents attended the meeting, representing 58742079 shares with voting rights of the company, accounting for 518328% 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 Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, a total of 9 shareholders and their agents attended the on-site meeting, representing 45691285 shares with voting rights of the company, accounting for 403170% of the total voting shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of March 25, 2022.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 8 shareholders participated in the online voting of this meeting, and 13050794 shares representing the voting shares of the company, accounting for 115158% 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 7 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing 1122342 voting shares of the company, accounting for 0.9903% 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 directors, supervisors, senior managers, representatives of recommendation institutions and lawyers of this 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 to the company 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
The proposal is voted item by item by cumulative voting, and the voting results are as follows:
1.01 Mr. Li Weifeng was elected as a non independent director of the Fourth Board of directors. With 58739681 shares, it was approved that the shares accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119944 shares agreed, accounting for 997863% of the total voting shares held by minority investor shareholders attending the meeting.
1.02 Ms. Hao Mengqiao was elected as a non independent director of the Fourth Board of directors. With 58739681 shares, the shares agreed accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting, which was deliberated and adopted.
Among them, the voting result of minority investor shareholders on the proposal was: 1119944 shares agreed, accounting for 997863% of the total voting shares held by minority investor shareholders attending the meeting.
1.03 Mr. Xiang Ziqi was elected as a non independent director of the Fourth Board of directors. With 58739690 shares, it was approved that the shares accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119953 shares agreed, accounting for 997871% of the total voting shares held by minority investor shareholders attending the meeting.
1.04 Mr. Lang Anzhong was elected as a non independent director of the Fourth Board of directors, and was approved with 58739690 shares, which accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119953 shares agreed, accounting for 997871% of the total voting shares held by minority investor shareholders attending the meeting.
1.05 Mr. Wang Yimin was elected as a non independent director of the Fourth Board of directors. With 58739690 shares, the shares agreed accounted for 999959% of the total voting shares held by shareholders and shareholders’ agents attending the meeting, which was deliberated and adopted.
Among them, the voting result of minority investor shareholders on the proposal was: 1119953 shares agreed, accounting for 997871% of the total voting shares held by minority investor shareholders attending the meeting.
1.05 Mr. Ge Peng was elected as a non independent director of the Fourth Board of directors. With 58739690 shares, it was approved that the shares accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119953 shares agreed, accounting for 997871% of the total voting shares held by minority investor shareholders attending the meeting.
2. Deliberated and adopted the proposal on the general election of independent directors of the Fourth Board of directors
The proposal is voted item by item by cumulative voting. The voting results of various proposals are as follows:
2.01 Mr. Ding Li was elected as an independent director of the Fourth Board of directors. With 58739681 shares, it was approved that the shares accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119944 shares agreed, accounting for 997863% of the total voting shares held by minority investor shareholders attending the meeting.
2.02 Mr. Gao Zhiyong was elected as an independent director of the Fourth Board of directors. With 58739681 shares, it was approved that the shares accounted for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal was: 1119944 shares agreed, accounting for 997863% of the total voting shares held by minority investor shareholders attending the meeting.
2.03 Mr. Liu Hongchuan was elected as an independent director of the Fourth Board of directors. With 58739730 shares, the shares agreed accounted for 997907% of the total voting shares held by shareholders and shareholder agents attending the meeting, which was deliberated and adopted.
Among them, the voting result of minority investor shareholders on the proposal was: 1119993 shares agreed, accounting for 997863% of the total voting shares held by minority investor shareholders attending the meeting.
3. Deliberated and passed the proposal on the general election of non employee representative supervisors of the Fourth Board of supervisors
The proposal is voted item by item by cumulative voting. The voting results of various proposals are as follows:
3.01 Mr. Hu Zijian was elected as the non employee representative supervisor of the Fourth Board of supervisors with 58739681 shares, accounting for 999959% of the total voting shares held by shareholders and shareholder agents attending the meeting
