21a-3 / F., 22a / F., 23a / F., 24a / F., 25A / F., 21a / F., CTS tower, No. 4011, Shennan Road, Shenzhen, Shenzhen, China, Tel. (86) 7558302555; Fax.: (86) 75583025068, 8302558 P.C.: 518048; Website: http://www.huashang.cn.
Guangdong Huashang law firm
About Shenzhen Auto Electric Power Plant Co.Ltd(002227)
Of the 2021 annual general meeting
Legal opinion
May 2022
Guangdong Huashang law firm
About Shenzhen Auto Electric Power Plant Co.Ltd(002227)
Of the 2021 annual general meeting
Legal opinion
To: Shenzhen Auto Electric Power Plant Co.Ltd(002227)
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 (revised in 2022) (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 Auto Electric Power Plant Co.Ltd(002227) (hereinafter referred to as "the company"), Guangdong Huashang law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting of shareholders"), witnessed the relevant matters of the general meeting of shareholders, and issued this legal opinion accordingly.
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, 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.
This legal opinion is only for the purpose of this general meeting of shareholders. No one may use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce the legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion.
In view of this, our lawyers give 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 15th meeting of the 5th board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders of the company. The board of directors of the company posted on cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The notice of the company on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the general meeting of shareholders") was announced, and the time, place, equity registration date, meeting agenda and proposal, convening method, attendees, meeting registration measures and other matters of the general meeting of shareholders were announced. After verification, the shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:50 p.m. on Wednesday, May 18, 2022 in the conference room on the 10th floor of Shenzhen Auto Electric Power Plant Co.Ltd(002227) power building company, No. 3, songpingshan Road, North District, high tech Industrial Park, Nanshan District, Shenzhen, presided over by Liao Xiaoxia, chairman of the company; The company adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 18, 2022; The specific time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
The lawyer of the firm believes that the time, method and content of the notice of the general meeting of shareholders issued by the company comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of Association; The actual time, place and content of the shareholders' meeting are consistent with those in the notice of shareholders' meeting. 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 personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. After checking the company's register of shareholders, identity certificates and power of attorney of shareholders and their representatives attending the on-site meeting provided by the company, and according to the online voting data provided by Shenzhen Securities Information Co., Ltd., the shareholders and their representatives attending the general meeting are as follows:
A total of 9 shareholders and shareholder agents who attended and voted at the on-site meeting and participated in online voting were shareholders registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives. The total number of voting shares held by them was 133951972, accounting for 540551% of the total number of voting shares of the company.
(1) Shareholders and shareholders' representatives attending the on-site meeting
According to the signatures and power of attorney of the participants, there were 6 shareholders and representatives attending the on-site meeting of the general meeting of shareholders, all of whom were registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives as of the closing of the market on the afternoon of May 12, 2022. The total number of voting shares held was 133430472, accounting for 538447% of the total number of voting shares of the company.
Our lawyers believe that the qualifications of the above shareholders or shareholders' representatives to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the online voting data provided by Shenzhen Securities Information Co., Ltd. authorized by Shenzhen Stock Exchange, there are 3 shareholders participating in online voting, and the number of voting shares held is 521500, accounting for 0.2104% of the total voting shares of the company.
In addition to the above shareholders and shareholders' representatives, other personnel attending the meeting are directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel 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 shareholders' meeting, the convener of this shareholders' meeting 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 this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts a combination of open voting and online voting.
The shareholders who participated in the on-site voting voted on all proposals by open ballot, and the shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes.
Shareholders participating in online voting shall vote through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange, and vote by open ballot in accordance with the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders' meeting.
After all the voting at the general meeting of shareholders, the company consolidated the voting results of on-site and online voting, and the shareholders and their proxies attending the general meeting of shareholders did not raise any objection to the voting results. The minutes and resolutions of the meeting shall be signed by the directors and supervisors of the company attending the meeting.
(II) voting results
The general meeting of shareholders adopted a combination of on-site open voting and online voting, and considered and adopted the following proposals:
1. Review the work report of the board of directors in 2021
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
2. Review the work report of the board of supervisors in 2021
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
3. Consideration of the 2021 annual report and its summary
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
4. Review the financial statement report of 2021
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
5. Review the 2021 profit distribution plan
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for 999380% of the shares held by minority shareholders attending the meeting; Opposed 2900 shares, accounting for 0.0620% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
6. Review the proposal on the remuneration of directors and senior managers of the company in 2021
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for 999380% of the shares held by minority shareholders attending the meeting; Opposed 2900 shares, accounting for 0.0620% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
7. Review the proposal on the remuneration of supervisors in 2021
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for 999380% of the shares held by minority shareholders attending the meeting; Opposed 2900 shares, accounting for 0.0620% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
8. Proposal on the scope of providing guarantee for the company's consolidated statements
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for 999380% of the shares held by minority shareholders attending the meeting; Opposed 2900 shares, accounting for 0.0620% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
9. Deliberating the proposal on the company's application for comprehensive credit line from financial institutions
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for 999380% of the shares held by minority shareholders attending the meeting; Opposed 2900 shares, accounting for 0.0620% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
10. Deliberating the proposal on reappointment of Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022
The voting results are as follows:
133949072 shares were approved, accounting for 999978% of the valid voting shares attending the meeting; 2900 opposition shares, accounting for 0.0022% of the number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders: 4676169 shares were approved, accounting for the minority shares attending the meeting
