Guangdong Huashang law firm
About Shenzhen Kingsino Technology Co.Ltd(002548)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 10, 2002
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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents of the China Securities Regulatory Commission, Entrusted by Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company”), Guangdong Huashang law firm (hereinafter referred to as “the firm”) appointed lawyer Xu Weidong and Lawyer Liu Yanhua to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and issued this legal opinion on Relevant Issues of the general meeting of shareholders in accordance with the law.
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 laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals.
This legal opinion is only used for the purpose of this shareholders’ meeting. No one shall use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion.
In view of this, our lawyers express the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion:
1、 On the convening and convening of this general meeting of shareholders
The company was posted on cninfo.com on December 25, 2021（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 was published.
At 14:30 p.m. on January 10, 2022, the shareholders’ meeting was held in the conference room on the 16th floor of the company (building Shenzhen Kingsino Technology Co.Ltd(002548) No. 18, photoelectric North Road, Guangming Street, Guangming District, Shenzhen). The meeting was presided over by Mr. Hao Lihua, chairman of the company. The actual time, place and content of the shareholders’ meeting are consistent with those in the notice of shareholders’ meeting. The meeting was held by combining on-site meeting and online voting. The company has provided shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The time for online voting through the trading system of Shenzhen stock exchange is January 10, 2022, i.e. 9:15, 22nd and 23rd floors, China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen, China, zip code: 518048
– 9:25, 9:30-11:30 and 13:00-15:00; The 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 January 10, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents
According to the signatures and power of attorney of the on-site attendees, one shareholder and shareholder agent attended the shareholders’ meeting, with 250699507 representative shares, accounting for 36.2948% of the total voting shares of the company, which have been effectively authorized.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders who directly vote through the network system within the effective time, representing 13488158 shares, accounting for 1.9527% of the total voting shares of the company. Accordingly, there are 9 shareholders and their proxies attending the shareholders’ meeting on site and voting through the Internet, representing 264187665 shares, accounting for 38.2475% of the total voting shares of the company. They are all registered shareholders or their authorized representatives in China Securities Depository and Clearing Corporation Shenzhen Branch after the end of the transaction on the afternoon of January 4, 2022.
2. Some directors, supervisors, candidates for directors and Secretary of the board of directors of the company attended the meeting, and some senior managers and lawyers appointed by the company attended the meeting as nonvoting delegates. After verification, the qualifications of the above personnel attending and attending the on-site meeting of the company’s general meeting of shareholders are legal and valid.
(II) qualification of the convener of the general meeting of shareholders
According to the notice of the general meeting of shareholders, the convener of the general meeting of shareholders is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the proposal, and the on-site voting was conducted in the form of open voting. In accordance with the rules of the general meeting of shareholders and the articles of association, two lawyers, one shareholder representative and one supervisor of the exchange are jointly responsible for counting and supervising votes. The voting results were announced on the spot, and the shareholders and their agents attending the shareholders’ meeting did not raise any objection to the voting results. The minutes and resolutions of the meeting shall be signed by the shareholders of the company attending the meeting.
(II) voting results
After the voting at the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting. The specific voting conditions of the proposal are as follows:
1. The proposal on providing guarantee amount support for downstream distributors and farms (households) of the company in 2022 was reviewed and adopted
The total voting result is: 264186165 shares are approved, accounting for 99.9994% of the total number of valid voting shares held by all shareholders attending the meeting; 1500 dissenting shares, accounting for 0.0006% of the total number of valid voting 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 total number of valid voting shares held by all shareholders attending the meeting.
Voting results of small and medium-sized investors: 220830 shares were agreed, accounting for 99.3253% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 1500 shares, accounting for 0.6747% of the total number of valid voting shares held by minority shareholders attending the meeting; 0 shares abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. The proposal on by election of directors of the company was deliberated and adopted
2.01: elect Ms. Dai Yibo as a non independent director of the Fifth Board of directors
The total voting result was: 251139507 shares were approved, accounting for 95.06% of the total number of valid voting shares held by all shareholders attending the meeting.
22nd and 23rd floors, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen 518048, China
Voting results of small and medium-sized investors: 50000 shares were agreed, accounting for 22.49% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting.
The number of approval votes for this proposal has reached more than half of the total number of effective voting shares held by all shareholders attending the meeting, and Ms. Dai Yibo was elected as a non independent director of the Fifth Board of directors of the company.
2.02: Mr. Chen Lijian was elected as a non independent director of the 5th board of directors
The total voting result was: 251089508 shares were approved, accounting for 95.04% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting results of small and medium-sized investors: agree to 1 share, accounting for 0.0004% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting.
The number of approval votes for this proposal has reached more than half of the total number of effective voting shares held by all shareholders attending the meeting. Mr. Chen Lijian was elected as a non independent director of the Fifth Board of directors of the company.
The proposal of the general meeting of shareholders is proposed by the board of directors of the company. The content of the proposal belongs to the scope of powers of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the provisions of the company law and the articles of association. After verification, there was no amendment to the original proposal or new proposal at the shareholders’ meeting.
There are two proposals in this general meeting of shareholders. Proposal 1 is a special resolution, which has been approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting; Proposal 2 is a cumulative voting proposal. Two non independent directors are elected by election, and the number of consent votes obtained by each person accounts for more than half of the total number of effective voting shares held by shareholders attending the meeting.
The lawyers of the firm believe that the voting procedures and votes of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, as well as the voting procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association, and the resulting resolutions of the general meeting of shareholders are legal and effective.
The exchange agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders in accordance with relevant regulations.
This legal opinion is made in quintuplicate.
22nd and 23rd floors, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen 518048, China
(this page is the signature page of the legal opinion of Guangdong Huashang law firm on the first extraordinary general meeting of shareholders in Shenzhen Kingsino Technology Co.Ltd(002548) 2022, with no text) Guangdong Huashang law firm
Principal: Handling lawyer:
Gao Shu Xu Weidong
Handling lawyer:
Liu Yanhua
January 10, 2002
