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Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Lens Technology Co.Ltd(300433) 2021 annual general meeting of shareholders
Legal opinion
Xinda Huizi (2022) No. 137 to: Lens Technology Co.Ltd(300433)
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") and other laws and regulations, as well as the current effective Lens Technology Co.Ltd(300433) articles of Association (hereinafter referred to as the "articles of association"), Guangdong Xinda law firm (hereinafter referred to as "Xinda") accepts the entrustment of your company, Appoint a lawyer (hereinafter referred to as "Xinda lawyer") to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as "this general meeting of shareholders"), and on the basis of necessary verification, give witness opinions on the convening, convening procedures, qualifications of attendees and conveners, voting procedures and results of this general meeting of shareholders of your company.
In accordance with the requirements of Article 5 of the rules 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 shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 23, 2022, the board of directors of your company published the notice of Lens Technology Co.Ltd(300433) on convening the 2021 annual general meeting of shareholders (hereinafter collectively referred to as the "Notice of the board of directors") on the website of cninfo.com, including matters to be discussed, objects to attend the meeting, registration measures and other related matters.
Lawyer Xinda believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(II) convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company's notice of convening this general meeting of shareholders has been made in the form of announcement 20 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, 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 provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. At 14:00 p.m. on May 18, 2022, the shareholders' meeting was held in the VIP conference room on the first floor of Lens Technology Co.Ltd(300433) Nanyuan headquarters office building in Liuyang economic and Technological Development Zone notified in the notice of the board of directors. The actual time and voting method of the meeting were the same as those notified in the notice of the meeting. Rao qiaobing, the director of the company, presided over the meeting.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to Xinda's lawyer's verification and examination of the shareholders attending the meeting and the register of shareholders of the relevant statutory securities registration authority at the end of the transaction of Shenzhen Stock Exchange on May 12, 2022, the names, shareholder cards and resident identity card numbers of the shareholders attending the general meeting are consistent with those recorded in the register of shareholders; Legal and valid power of attorney and relevant identity certificates held by the shareholders' agents attending the meeting.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
Some directors, supervisors, senior managers and Xinda lawyers of your company also attended or attended the shareholders' meeting (including video).
(III) qualification of convener of this general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders' agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
(I) proposals to be deliberated at this shareholders' meeting
According to the announcement of the board of directors, the shareholders' meeting considered the following matters:
1. Proposal on the work report of the board of directors in 2021
2. Proposal on the work report of the board of supervisors in 2021
3. Proposal on the full text and summary of the 2021 Annual Report
4. Proposal on financial final accounts in 2021
5. Proposal on the special report on the deposit and use of raised funds in 2021
6. Proposal on the company's profit distribution plan for 2021
7. Proposal on reappointment of external audit institutions in 2022
8. Proposal on 2022 annual remuneration plan for directors and senior managers of the company
9. Proposal on the remuneration plan of the company's supervisors in 202210. Proposal on providing guarantee for subsidiaries
(II) voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the shareholders' meeting voted on the proposal included in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network 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 network information services for listed companies, the proposals listed in the announcement of this shareholders' meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(III) voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders' meeting was adopted after combining the results of on-site and online voting. Specifically:
Proposal 1 proposal on the work report of the board of directors in 2021
Voting:
3402668733 shares were approved, accounting for 999747% of the total number of valid voting shares attending the meeting; 538500 opposition shares, accounting for 0.0158% of the total number of valid voting shares attending the meeting; 323440 shares abstained, accounting for 0.0095% of the total number of valid voting shares attending the meeting.
Proposal 2 proposal on the work report of the board of supervisors in 2021
Voting:
3402682733 shares were approved, accounting for 999751% of the total number of valid voting shares attending the meeting; 538500 opposition shares, accounting for 0.0158% of the total number of valid voting shares attending the meeting; 309440 shares were abstained, accounting for 0.0091% of the total number of valid voting shares attending the meeting.
Proposal 3 proposal on the full text and summary of the 2021 Annual Report
Voting:
3402682733 shares were approved, accounting for 999751% of the total number of valid voting shares attending the meeting; 538500 opposition shares, accounting for 0.0158% of the total number of valid voting shares attending the meeting; 309440 shares were abstained, accounting for 0.0091% of the total number of valid voting shares attending the meeting.
Proposal 4 proposal on financial final accounts in 2021
Voting:
3402709233 shares were approved, accounting for 999759% of the total number of valid voting shares attending the meeting; Against 498000 shares, accounting for 0.0146% of the total number of valid voting shares attending the meeting; 323440 shares abstained, accounting for 0.0095% of the total number of valid voting shares attending the meeting.
Proposal 5 proposal on the special report on the deposit and use of raised funds in 2021
Voting:
3402684633 shares were approved, accounting for 999751% of the total number of valid voting shares attending the meeting; 536600 opposition shares, accounting for 0.0158% of the total number of valid voting shares attending the meeting; 309440 shares were abstained, accounting for 0.0091% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: Ningbo David Medical Device Co.Ltd(300314) 348 shares were agreed, accounting for 997191% of the shares held by small and medium-sized shareholders attending the meeting; Against 536600 shares, accounting for 0.1782% of the shares held by minority shareholders attending the meeting; 309440 shares were abstained, accounting for 0.1027% of the shares held by minority shareholders attending the meeting.
Proposal 6 proposal on the company's profit distribution plan for 2021
Voting:
3402937533 shares were approved, accounting for 999826% of the total number of valid voting shares attending the meeting; 566700 opposition shares, accounting for 0.0167% of the total number of valid voting shares attending the meeting; 26440 shares abstained, accounting for 0.0008% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: Wuhan Jingce Electronic Group Co.Ltd(300567) 248 shares were agreed, accounting for 998030% of the shares held by small and medium-sized shareholders attending the meeting; Against 566700 shares, accounting for 0.1882% of the shares held by minority shareholders attending the meeting; 26440 shares were abstained, accounting for 0.0088% of the shares held by minority shareholders attending the meeting.
Proposal 7 proposal on reappointment of external audit institutions in 2022
Voting:
3402365033 shares were approved, accounting for 999658% of the total number of valid voting shares attending the meeting; 845900 opposition shares, accounting for 0.0249% of the total number of valid voting shares attending the meeting; 319740 shares abstained, accounting for 0.0094% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 299994748 shares were agreed, accounting for 996129% of the shares held by small and medium-sized shareholders attending the meeting; 845900 shares opposed, accounting for 0.2809% of the shares held by minority shareholders attending the meeting; 319740 shares were abstained, accounting for 0.1062% of the shares held by minority shareholders attending the meeting.
Proposal 8 proposal on the 2022 annual remuneration plan for directors and senior managers of the company
Voting:
3402909833 shares were approved, accounting for 999818% of the total number of valid voting shares attending the meeting; Against 580400 shares, accounting for 0.0171% of the total number of valid voting shares attending the meeting; 40440 shares abstained, accounting for 0.0012% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: Ningbo Henghe Precision Industry Co.Ltd(300539) 548 shares were agreed, accounting for 997939% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 580400 shares, accounting for 0.1927% of the shares held by minority shareholders attending the meeting; 40440 shares were abstained, accounting for 0.0134% of the shares held by minority shareholders attending the meeting.
Proposal 9 proposal on the 2022 annual remuneration plan of the company's supervisors
Voting:
3402879233 shares were approved, accounting for 999809% of the total number of valid voting shares attending the meeting; Against 611000 shares, accounting for 0.0180% of the total number of valid voting shares attending the meeting; 40440 shares abstained, accounting for 0.0012% of the total number of valid voting shares attending the meeting.
Proposal 10 proposal on providing guarantee for subsidiaries
Voting:
3402919633 shares were approved, accounting for 999820% of the total number of valid voting shares attending the meeting; Against 570600 shares, accounting for 0.0168% of the total number of valid voting shares attending the meeting; 40440 shares abstained, accounting for 0.0012% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives attending the meeting.
Lawyer Xinda believes that the deliberation proposals, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association. The qualifications of the personnel attending or attending the meeting as nonvoting delegates and the convener are legal and effective, the voting procedures of the general meeting are legal, and the resolutions of Lens Technology Co.Ltd(300433) 2021 annual general meeting formed at the meeting are legal Effective.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders. This legal opinion is made in two originals without copies.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on the Lens Technology Co.Ltd(300433) 2021 annual general meeting of shareholders)
Guangdong Xinda law firm
Person in charge: Handling lawyer:
Xiao Chun Lin
