11-12 / F, Taiping financial building, 6001 Yitian Road, Shenzhen, China postcode: 518017
11-12/F.,TAIPING FINANCETOWER, YITIAN ROAD 6001, SHENZHEN,P.R. CHINA
Tel.: (0755) 88265288 fax.: (0755)88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Shenzhen Kaifa Technology Co.Ltd(000021)
Of the (first) extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Hui Zi (2022) No. 010 to: Shenzhen Kaifa Technology Co.Ltd(000021)
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company 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, as well as the current effective articles of association of Shenzhen Kaifa Technology Co.Ltd(000021) (hereinafter referred to as the "articles of association"), Guangdong Xinda law firm (hereinafter referred to as "Xinda") is entrusted by your company to appoint lawyer Zhu Yanting and Lawyer Wang Qian (hereinafter referred to as "Xinda lawyer") to attend the 2022 (first) extraordinary general meeting of shareholders of your company (hereinafter referred to as "this general meeting of shareholders"), and on the basis of necessary verification, review the convening and convening procedures of this general meeting of shareholders of your company Give witness opinions on the qualification, voting procedures and results of participants and conveners.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the general meeting of shareholders: I. convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 29, 2021, the board of directors of your company published the notice of Shenzhen Kaifa Technology Co.Ltd(000021) on convening the (first) extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "Notice of convening the general meeting of shareholders") on the website of cninfo.com, announcing the time and place of convening the general meeting of shareholders, the method of holding the meeting, the matters to be considered at the meeting, the participants Registration measures and other related matters. Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and relevant provisions of the current articles of association.
(II) convening of the general meeting of shareholders
1. According to the notice of convening the general meeting of shareholders, the notice of convening the general meeting of shareholders of your company has been issued in the form of announcement 15 days in advance, which is in line with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
2. According to the notice of convening the general meeting of shareholders, the main contents of your company's notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices 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 current articles of association.
3. The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting was held at the conference center, 7006 CaiTian Road, Futian District, Shenzhen at 14:30 p.m. on January 13, 2022. The time of online voting is January 13, 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 January 13, 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 January 13, 2022. The actual time and place of the shareholders' meeting are consistent with the time and place specified in the meeting notice. The shareholders' meeting is presided over by Mr. Zhou Jian, chairman of your company.
Lawyer Xinda believes that the convening procedures of the general meeting of shareholders of your company comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to the verification of Xinda lawyer, 25 shareholders and shareholder agents participated in the voting of the general meeting of shareholders, and the total number of voting shares held by them was 657372972, accounting for 42.1234% of the total voting shares of the company.
Among them, there were 10 shareholders and shareholders' agents attending the shareholders' meeting, and the number of representative shares was 646746158, accounting for 41.4425% of the total voting shares of the company; A total of 15 shareholders participated in online voting, and the total number of voting shares held by them was 10626814, accounting for 0.6809% of the total voting shares of the company.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors, Secretary of the board of directors, senior managers and Xinda lawyers of your company also attended or attended the shareholders' meeting as nonvoting delegates.
(III) qualification of convener of the general meeting of shareholders
According to the notice on convening the general meeting of shareholders, the convener of this general meeting of shareholders is the 9th board of directors of your company, and has the qualification of convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders' agents and other personnel attending the shareholders' meeting are qualified to attend or attend the shareholders' meeting as nonvoting delegates, and the qualification of the convener of the shareholders' meeting is legal and effective. 3、 Voting procedures and results of various proposals at the general meeting of shareholders
(I) proposals to be deliberated at this shareholders' meeting
According to the notice on convening the general meeting of shareholders, the general meeting of shareholders considered the following matters:
1. Proposal on electing shareholder representatives of the 9th board of supervisors of the company (non cumulative voting proposal)
After review by Xinda lawyer, your company deliberated the proposal included in the notice of the general meeting of shareholders, and conducted on-site and online voting in a registered manner.
(II) voting procedure
1. On site voting according to the statistics of the voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the proposals listed in the notice were voted in turn at the shareholders' meeting, and the on-site voting results were announced on the spot.
2. Online voting: according to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide online information services for listed companies, the proposals listed in the notice of the general meeting of shareholders have been voted and counted.
3. In accordance with the voting procedures stipulated by laws, administrative regulations and the articles of association, non cumulative voting is adopted for the proposals considered at the general meeting of shareholders, and the votes of small and medium-sized investors are counted separately. The scrutineer, vote counter and Xinda lawyer jointly scrutinized and counted the votes 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.
Xinda lawyer believes that the on-site and online voting procedures 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 current articles of association.
(III) voting results
1. Proposal on electing shareholder representatives of the ninth board of supervisors of the company
The proposal adopts the non cumulative voting system, and the number of on-site and online votes is 657046287, accounting for 99.9503% of the total number of valid voting shares of shareholders attending the meeting; 325585 negative votes, accounting for 0.0495% of the total effective voting shares of shareholders attending the meeting; 1100 shares abstained, accounting for 0.0002% of the total number of valid voting shares of shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 11259629 shares were agreed, accounting for 97.1804% of the total number of effective voting shares of small and medium-sized shareholders attending the meeting; Against 325585 shares, accounting for 2.8101% of the total number of valid voting shares of minority shareholders attending the meeting; 1100 shares abstained, accounting for 0.0095% of the total effective voting shares of minority shareholders attending the meeting.
Lawyer Xinda believes that the voting procedures and voting results of the general meeting of shareholders 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 current articles of association.
4、 Legality of the proposal of the general meeting of shareholders
After review by Xinda lawyers, the above proposals considered at the shareholders' meeting were considered and adopted at the 14th meeting of the ninth board of supervisors of your company. They are the proposals listed in the notice of the meeting announced by your company and comply with the provisions of the company law, the rules of shareholders' meeting and relevant laws and regulations.
5、 Amendment of the original proposal and proposal of the interim proposal of the shareholders' meeting
Witnessed by Xinda's lawyer, the original proposal was not modified and no temporary proposal was added at the shareholders' meeting. 6、 Concluding observations
In conclusion, lawyer Xinda believes that the convening and convening procedures of this general meeting of shareholders of your company comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association, the qualifications of the personnel attending or attending the meeting as nonvoting delegates and the qualifications of the convener are legal and effective, and the voting procedures of this general meeting of shareholders are legal, The resolution of the Shenzhen Kaifa Technology Co.Ltd(000021) 2022 (first) extraordinary general meeting of shareholders formed at the meeting is legal and effective.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders. (there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on Shenzhen Kaifa Technology Co.Ltd(000021) 2022 (first) extraordinary general meeting of shareholders (Xinda Hui Zi (2022) No. 010) Guangdong Xinda law firm (seal):
Principal: Handling lawyer:
Lin Xiaochun, Zhu Yanting
Wang Qian
January 13, 2022
