Notice of Beijing Deheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Zhuhai Bojay Electronics Co.Ltd(002975) 2022
Legal opinion
11 / F, block B, Allianz building, 4018 Jintian Road, Futian District, Shenzhen
Tel: 0755-88286488 Fax: 0755-88286499 zip code: 518026
Beijing Deheng (Shenzhen) law firm
About Zhuhai Bojay Electronics Co.Ltd(002975)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 06g20200064- 00008 to: Zhuhai Bojay Electronics Co.Ltd(002975)
Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) was held on Friday, January 7, 2022. Entrusted by the company, Beijing Deheng (Shenzhen) law firm (hereinafter referred to as “Deheng”) appointed lawyer Han Xue and lawyer Ouyang Jingxian (hereinafter referred to as “Deheng”) to attend the meeting by video. In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission According to the provisions of the Zhuhai Bojay Electronics Co.Ltd(002975) articles of Association (hereinafter referred to as the “articles of association”), lawyer Deheng witnessed and expressed legal opinions on the convening of the meeting, the convening procedures, the qualifications of on-site participants, voting procedures and other related matters by video.
In order to issue this legal opinion, lawyer Deheng attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) resolutions of the second meeting of the second board of directors of the company;
(III) resolutions of the fifth meeting of the second board of directors of the company;
(IV) on December 20, 2021, the company made a statement on cninfo.com（ http://www.cn.info.com.cn. ）And the notice of Zhuhai Bojay Electronics Co.Ltd(002975) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of extraordinary general meeting”) published by China Securities Journal, securities times, Shanghai Securities News and Securities Daily;
(V) registration records and voucher materials of on-site shareholders attending the meeting of the company;
(VI) voting information of shareholders at the meeting;
(VII) other documents of the meeting.
Lawyer Deheng has obtained the following guarantee: the company has provided the materials that lawyer Deheng considers necessary to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only discusses whether the convening and convening procedures of the company’s current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Whether the voting results are legal and effective, and will not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Deheng and Deheng lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company’s meeting, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company’s meeting:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the fifth meeting of the second board of directors held on December 16, 2021, the board of directors of the company convened this meeting.
2. The board of directors of the company was posted on cninfo.com on December 20, 2021（ http://www.cn.info.com.cn. ）And China Securities Journal, securities times, Shanghai Securities News and Securities Daily issued the notice of extraordinary general meeting of shareholders. The announcement date of the notice of the meeting has reached 15 days from the date of the meeting, and the interval between the equity registration date and the date of the meeting shall not be more than 7 working days.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, and fully and completely discloses the specific contents of all proposals.
Lawyer Deheng believes that the convening procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) convening of this meeting
1. The meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 14:50 on Friday, January 7, 2022 in the training room on the second floor of Zhuhai Bojay Electronics Co.Ltd(002975) 1 plant, No. 10 Futian Road, Xiangzhou District, Zhuhai. The actual time, place and method of this meeting are consistent with those notified in the notice of extraordinary general meeting of shareholders. The online voting time is January 7, 2022. Among them, the time for online voting through the system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 7, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 7, 2022.
2. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors recorded the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting. 3. There is no voting on matters not listed in the notice of convening the meeting.
Lawyer Deheng believes that the actual time, place and content of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the company’s charter.
2、 Qualification of participants and convener of the meeting
(I) a total of 23 shareholders and their authorized agents attended the on-site meeting and online voting, representing 100530203 shares with voting rights, accounting for 71.9677% of the total voting shares of the company. Including: 1 There were 10 shareholders and shareholder agents attending the on-site meeting, and the number of voting shares represented was 100020,00 shares, accounting for 71.6024% of the total voting shares of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of the meeting, 13 shareholders participated in the online voting of the meeting, and the number of voting shares represented was 510203 shares, accounting for 0.3652% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3. There were 14 small and medium-sized investor shareholders and shareholder agents attending the on-site meeting and online voting of the meeting, and the number of voting shares represented was 530203 shares, accounting for 0.3796% of the total voting shares of the company.
(II) some directors, supervisors, senior managers and Deheng lawyers of the company attended the meeting on site or by video, and these personnel are legally qualified to attend / attend the meeting.
(III) the meeting is convened by the board of directors of the company, and its qualification as the convener of the meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by lawyer Deheng, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting voted on the proposals of the meeting by means of on-site voting and online voting. According to the video witness of lawyer Deheng, the proposals considered at this meeting of the company are consistent with the deliberation matters listed in the notice of extraordinary general meeting of shareholders, and there is no modification of the notified proposals at this meeting. (II) two shareholders’ representatives, one supervisor’s representative and Deheng lawyer are jointly responsible for vote counting and supervision in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the meeting host announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of the meeting, the voting results of the meeting are as follows:
1. The proposal on Revising the measures for the administration of foreign investment was deliberated and adopted by ordinary resolution
Voting results: 100149100 shares were approved, accounting for 99.6209% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 381103 shares, accounting for 0.3791% of the effective voting shares of such shareholders; Abstain 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
According to the voting results, the proposal was passed.
2. The proposal on using idle raised funds and idle self owned funds for cash management was deliberated and adopted by ordinary resolution
Voting results: 100474303 shares were approved, accounting for 99.9444% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 55900 shares, accounting for 0.0556% of the effective voting shares of such shareholders; Abstain 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 474303 shares were agreed, accounting for 89.4569% of the effective voting shares of such shareholders; Against 55900 shares, accounting for 10.5431% of the effective voting shares of such shareholders; Abstain 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
According to the voting results, the proposal was passed.
The chairman of the meeting, the shareholders attending the meeting and their agents did not raise any objection to the voting results; The proposal of this meeting was passed with effective voting rights; The resolutions of this meeting are consistent with the voting results. Lawyer Deheng believes that the voting results of this meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
6、 Concluding observations
In conclusion, lawyer Deheng believes that the convening and convening procedures of the company’s meeting, the main qualifications of the personnel attending the meeting and the convener of the meeting, the proposal, voting procedures and voting results of the meeting are in line with the company law, securities law, rules of shareholders’ meeting and other laws, regulations, normative documents and the articles of association, The resolutions adopted at this meeting are legal and valid.
Lawyer Deheng agrees that this legal opinion shall be announced together with other information disclosure materials as the legal document of the company’s resolution at this meeting.
This legal opinion is made in triplicate, which shall come into force after being sealed by the office and signed by the person in charge of the office and the witness lawyer. (no text below)
(this page is the signature page of the legal opinion of Beijing Deheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Zhuhai Bojay Electronics Co.Ltd(002975) 2022)
Principal of Beijing Deheng (Shenzhen) law firm:
Liu Zhenguo
Witness lawyer:
Han Xue
Witness lawyer:
