Beijing Hairun Tianrui law firm
About Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Of the 2021 annual general meeting
Legal opinion
Beijing, China
9th, 10th, 13th and 17th floors of broadcasting tower, No. 14 Jianguomenwai Avenue, Chaoyang District, Beijing 100022, China
Tel: (010) 65219696 Fax: (010) 88381869
April, 2002
Beijing Hairun Tianrui law firm
About Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Of the 2021 annual general meeting
Legal opinion
To: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Beijing Hairun Tianrui law firm (hereinafter referred to as "the firm") is entrusted by Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as " Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) " or "the company") 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 other laws (hereinafter referred to as "the articles of association, the articles of association and other relevant matters of the company") issued in accordance with the spirit of the company's annual general meeting of the company's standards of diligence and ethics.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of Chinese laws, regulations and the articles of association, and whether the voting results are legal and effective, and does not affect the authenticity of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals Express opinions on accuracy or legitimacy. 2. In this legal opinion, we only express legal opinions on the relevant Chinese legal issues involved in this shareholders' meeting based on the facts occurring before the date of issuance of this legal opinion and our understanding of the facts, and do not express any opinions on any other matters other than the above-mentioned issues.
3. This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose or purpose by anyone without the written consent of the exchange.
4. In the process of our lawyer's verification of the relevant documents provided by the company, we assume that:
(1) All signatures, seals and seals in the documents provided to the exchange are true, and all documents submitted to the exchange as originals are true, accurate and complete;
(2) All facts stated in the documents provided to the exchange are true, accurate and complete;
(3) The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
(4) All copies provided to the exchange are consistent with the original, and the originals of these documents are true, accurate and complete;
(5) All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
Based on the above statement, our lawyers have checked the relevant documents and relevant facts provided by the company in accordance with the requirements of 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 (Trial), in accordance with the recognized business standards, ethics and diligence of the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On March 14, 2022, the company held the 14th meeting of the 4th board of directors and deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders.
2. On March 15, 2022, the company disclosed the information in the information disclosure media designated by China Securities Regulatory Commission, China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) The notice of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) was published on the. The notice of the general meeting of shareholders stated the convener of the general meeting, the time and place of the meeting, the voting method of the meeting, the date of equity registration, the participants of the meeting, the registration items of the meeting and the matters to be considered at the meeting, The contents of the notice of shareholders' meeting comply with the relevant provisions of the company law and the articles of association.
3. According to the notice of shareholders' meeting, the shareholders' meeting adopts the combination of on-site voting and online voting: the on-site meeting will be held at 3:00 p.m. on Friday, April 8, 2022 in the conference room on the third floor of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) office building, No. 2 Qiangshi Road, Shishan town, Nanhai District, Foshan City, Guangdong Province; In addition to on-site meetings, the company also provides online voting platforms to shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The time for 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 April 8, 2022. The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on April 8, 2022.
(II) convening of this general meeting of shareholders
The general meeting of shareholders was held at 3:00 p.m. on Friday, April 8, 2022 in the conference room on the third floor of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) office building, No. 2 Qiangshi Road, Shishan town, Nanhai District, Foshan City, Guangdong Province. The time, place and other matters of the shareholders' meeting are consistent with those disclosed in the notice of shareholders' meeting.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws and regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending and attending the general meeting of shareholders as nonvoting delegates
(I) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
(II) persons attending and attending the general meeting of shareholders as nonvoting delegates
According to the notice of the general meeting of shareholders, the persons entitled to attend the general meeting of shareholders are all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors, senior managers and lawyers hired by the company as of the closing of the market on March 31, 2022.
1. According to the register of shareholders provided by the company, the identity certificates, power of attorney, meeting registration and other documents of shareholders and shareholders' agents attending the on-site meeting, and verified by our lawyers, there are 7 shareholders and shareholders' agents attending the on-site meeting of the general meeting, representing 393419658 shares with voting rights, accounting for 314780% of the total voting shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, during the online voting period determined by the general meeting of shareholders, 41 shareholders participated in the meeting through the trading system and Internet voting system of Shenzhen Stock Exchange, and the number of voting shares representing the company was 13027593, accounting for 1.0424% of the total voting shares of the company.
3. A total of 40 small and medium-sized investors participated in the meeting, and the total number of voting shares representing the company is
4. In addition to the above shareholders and shareholders' agents attending the general meeting, all directors, supervisors, senior managers and lawyers of the company attended / attended the on-site meeting of the general meeting.
Our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending and attending the general meeting of shareholders as nonvoting delegates comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws and regulations, departmental rules, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The on-site meeting of the shareholders' meeting voted on the proposals listed in the notice of the shareholders' meeting one by one, counted and monitored the votes according to the procedures specified in the articles of association, and the shareholders participating in the online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After all the above voting, the company consolidated the voting results of on-site voting and online voting, and announced the voting results on the spot. The shareholders and shareholders' agents attending the meeting did not raise any objection to the voting results.
(II) voting results of the general meeting of shareholders
The company's shareholders attending the on-site meeting of the general meeting of shareholders, entrusted agents and shareholders participating in online voting voted on the proposal submitted to the general meeting of shareholders for deliberation by open ballot. The following proposals were considered and passed at the shareholders' meeting:
1. Proposal on the work report of the board of directors in 2021 (including the work report of independent directors in 2021)
Voting: 405190771 shares were approved, accounting for 996909% of the total voting shares of all shareholders attending the meeting; Against 1148680 shares, accounting for 0.2826% of the total voting shares of all shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0265% of the total voting shares of all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 10571113 shares are agreed, accounting for 893767% of the shares held by small and medium-sized shareholders attending the meeting; Against 1148680 shares, accounting for 9.7119% of the shares held by minority shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9114% of the shares held by minority shareholders attending the meeting.
2. Proposal on the work report of the board of supervisors in 2021
Voting: 405190271 shares were approved, accounting for 996907% of the shares held by all shareholders attending the meeting; Against 1149180 shares, accounting for 0.2827% of the shares held by all shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0265% of the shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10570613 shares are agreed, accounting for 893725% of the shares held by small and medium-sized shareholders attending the meeting; Against 1149180 shares, accounting for 9.7161% of the shares held by minority shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9114% of the shares held by minority shareholders attending the meeting.
3. Proposal on 2021 annual report and summary
Voting: 405190771 shares were approved, accounting for 996909% of the shares held by all shareholders attending the meeting; Against 1148680 shares, accounting for 0.2826% of the shares held by all shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0265% of the shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10571113 shares are agreed, accounting for 893767% of the shares held by small and medium-sized shareholders attending the meeting; Against 1148680 shares, accounting for 9.7119% of the shares held by minority shareholders attending the meeting; 107800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9114% of the shares held by minority shareholders attending the meeting.
4. Proposal on financial final accounts report in 2021
Voting: 405223771 shares were approved, accounting for 996990% of the shares held by all shareholders attending the meeting; Against 1120680 shares, accounting for 0.2757% of the shares held by all shareholders attending the meeting; 102800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0253% of the shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10604113 shares are agreed, accounting for 896557% of the shares held by small and medium-sized shareholders attending the meeting; Against 1120680 shares, accounting for 9.4751% of the shares held by minority shareholders attending the meeting; 102800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.8692% of the shares held by minority shareholders attending the meeting.
5. Proposal on financial budget report for 2022
Voting: 405299871 shares were approved, accounting for 997177% of the shares held by all shareholders attending the meeting; Against 1147380 shares, accounting for 0.2823% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 10680213 shares are agreed, accounting for 902991% of the shares held by small and medium-sized shareholders attending the meeting; Against 1147380 shares, accounting for 9.7009% of the shares held by minority shareholders attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for the minority shareholders attending the meeting
