Beijing Jincheng Tongda law firm
about
Naura Technology Group Co.Ltd(002371)
Annual general meeting of shareholders in 2021
of
Legal opinion
Jin Zheng FA Yi [2022] Zi 0428 No. 0421
100004, 10th floor, building a, international trade building, No. 1, Jianguomenwai street, Beijing, China
Tel: 01057068585 Fax: 01085150267
Beijing Jincheng Tongda law firm
about
Naura Technology Group Co.Ltd(002371)
Of the annual general meeting of shareholders in 2021
Legal opinion
Jin Zheng FA Yi [2022] Zi 0428 No. 0421 to: Naura Technology Group Co.Ltd(002371)
Hired by Naura Technology Group Co.Ltd(002371) (hereinafter referred to as " Naura Technology Group Co.Ltd(002371) " or "the company") and appointed by Beijing Jincheng Tongda law firm (hereinafter referred to as "the firm"), the lawyers of the firm attended the annual general meeting of shareholders in Naura Technology Group Co.Ltd(002371) 2021 and issued legal opinions on relevant matters of the meeting.
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"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), the measures for the administration of securities legal business conducted by law firms, the rules for the practice of securities legal business of law firms and other laws According to the requirements of laws and regulations and normative documents and the provisions of Naura Technology Group Co.Ltd(002371) articles of Association (hereinafter referred to as the "articles of association"), before and during the meeting, our lawyers reviewed the relevant materials related to the general meeting of shareholders, and discussed the convening and convening procedures of the general meeting of shareholders, the qualifications of personnel attending the meeting, the qualifications of conveners, the deliberation of proposals, the voting methods of the general meeting of shareholders The legitimacy of important matters such as voting procedures and voting results has been verified on site. According to the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
Naura Technology Group Co.Ltd(002371) the annual general meeting of shareholders in 2021 was convened by the resolution of the 18th meeting of the 7th board of directors of the company and was published in China Securities Journal, securities times and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）The notice of Naura Technology Group Co.Ltd(002371) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the meeting") was announced on the. The notice of the meeting has listed the time, place, content and other relevant matters of the shareholders' meeting.
1. Convener:
board of directors
2. Meeting mode:
The shareholders' meeting will be held by combining on-site voting and online voting. The company will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights on the proposal through the above system during the online voting time.
3. Time and place of on-site meeting:
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 18, 2022 in conference room 4v15 of the company, No. 8 Wenchang Avenue, Beijing Economic and Technological Development Zone.
4. Online voting time:
(1) The specific time of online voting through the trading system of Shenzhen stock exchange during trading hours is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022;
(2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 18, 2022.
Upon review, the convening and convening procedures of this general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
According to the notice of the meeting, the persons entitled to attend the general meeting of shareholders are all shareholders or authorized representatives of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the closing of the market on the afternoon of May 12, 2022; Directors, supervisors and senior managers of the company; A lawyer employed by the company.
A total of 103 shareholders and authorized representatives attended the general meeting, with 304047559 representative shares, accounting for 576588% of the total voting shares of the company. Among them, 7 shareholders and authorized representatives attended the on-site meeting, with 228481682 representative shares, accounting for 433286% of the total voting shares of the company. A total of 96 shareholders and authorized representatives voted through the online voting system, with 75565877 representative shares, accounting for 143301% of the total voting shares of the company.
A total of 99 minority shareholders and authorized representatives attended the shareholders' meeting, with 31655983 representative shares, accounting for 6.0032% of the total voting shares of the company. Among them, there were 5 shareholders and authorized representatives attending the on-site meeting, and the number of representative shares was 353119, accounting for 0.0670% of the total voting shares of the company. A total of 94 shareholders and authorized representatives voted through the online voting system, with 31302864 representative shares, accounting for 5.9362% of the total voting shares of the company.
Upon examination, the shareholders attending the general meeting of shareholders have corresponding qualifications, the shareholders hold relevant shareholding certificates, and the authorized representative holds the power of attorney, which meets the requirements of relevant laws, regulations and normative documents such as the company law and the rules of the general meeting of shareholders, as well as the relevant provisions of the articles of association of the company. The qualification of shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. After review, there was no duplication of on-site voting and online voting in this meeting. 3、 Proposal of this shareholders' meeting
According to the notice of the meeting, the proposals considered at the shareholders' meeting are:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Annual report and summary of 2021;
4. Financial statement report of 2021;
5. Plan for profit distribution and conversion of accumulation fund into share capital in 2021;
6. Proposal on the prediction of the company's daily connected transactions in 2022;
7. Proposal on the company's application for comprehensive credit line in 2022;
8. Proposal on guarantee for subsidiaries;
9. Proposal on purchasing liability insurance for the company and its directors and supervisors.
After review, the matters considered at this shareholders' meeting are consistent with those listed in the notice of meeting. No shareholders have put forward new proposals beyond the above matters, and there is no change in the contents of the proposals. 4、 Voting methods, procedures and results of this general meeting of shareholders
The shareholders' meeting was held in accordance with the provisions of the company law, the rules of shareholders' meeting and the articles of association. 1. The shareholders attending the on-site meeting and their authorized representatives voted on the proposals of the meeting by open ballot. The company monitored, checked and counted the votes in accordance with laws and regulations, and announced the voting results of the on-site meeting on the spot.
2. After the online voting, according to the online voting data of the meeting provided by Shenzhen Securities Information Co., Ltd., the company consolidated and counted the voting results of on-site voting and online voting. The final voting results are as follows:
(1) Review the work report of the board of directors in 2021
304031159 shares were approved, accounting for 999946% of the total shares held by voting shareholders attending the meeting; 2900 against and 13500 abstained. Among them, the minority shareholders agreed to 31639583 shares, accounting for 999482% of the total voting shares held by the minority shareholders attending the meeting; 2900 against and 13500 abstained.
(2) Review the work report of the board of supervisors in 2021
304031159 shares were approved, accounting for 999946% of the total shares held by voting shareholders attending the meeting; 2900 against and 13500 abstained. Among them, the minority shareholders agreed to 31639583 shares, accounting for 999482% of the total voting shares held by the minority shareholders attending the meeting; 2900 against and 13500 abstained.
(3) Review the annual report and summary of 2021
304031159 shares were approved, accounting for 999946% of the total shares held by voting shareholders attending the meeting;
2900 against and 13500 abstained. Among them, the minority shareholders agreed to 31639583 shares, accounting for 999482% of the total voting shares held by the minority shareholders attending the meeting; 2900 against and 13500 abstained.
(4) Review the financial statement report of 2021
304021159 shares were approved, accounting for 999913% of the total shares held by voting shareholders attending the meeting; 12900 against and 13500 abstained. Among them, the minority shareholders agreed to 31629583 shares, accounting for 999166% of the total voting shares held by the minority shareholders attending the meeting; 12900 against and 13500 abstained. (5) Review the plan for profit distribution and conversion of provident fund into share capital in 2021
304042959 shares were approved, accounting for 999985% of the total shares held by voting shareholders attending the meeting; 4600 against and 0 abstained. Among them, the minority shareholders agreed to 31651383 shares, accounting for 999855% of the total voting shares held by the minority shareholders attending the meeting; 4600 against and 0 abstained.
(6) Review the proposal on the prediction of the company's daily connected transactions in 2022
75842564 shares were approved, accounting for 998993% of the total shares held by shareholders with voting rights attending the meeting; 76432 objections and 0 abstention. Among them, the minority shareholders agreed to 31579551 shares, accounting for 997586% of the total voting shares held by the minority shareholders attending the meeting; 76432 objections and 0 abstention. Related shareholders have avoided voting.
(7) Review the proposal on the company's application for comprehensive credit line in 2022
303961127 shares were approved, accounting for 999716% of the total shares held by voting shareholders attending the meeting; 86432 objections and 0 abstention. Among them, the minority shareholders agreed to 31569551 shares, accounting for 997270% of the total voting shares held by the minority shareholders attending the meeting; 86432 objections and 0 abstention.
(8) Deliberating the proposal on guarantee for subsidiaries
303971127 shares were approved, accounting for 999749% of the total shares held by voting shareholders attending the meeting; 76432 objections and 0 abstention. Among them, the minority shareholders agreed to 31579551 shares, accounting for 997586% of the total voting shares held by the minority shareholders attending the meeting; 76432 objections and 0 abstention.
(9) Deliberating the proposal on purchasing liability insurance for the company and its directors and supervisors
303909827 shares were approved, accounting for 999547% of the total shares held by voting shareholders attending the meeting;
124232 against and 13500 abstained. Among them, the minority shareholders agreed to 31518251 shares, accounting for 995649% of the total voting shares held by the minority shareholders attending the meeting; 124232 against and 13500 abstained. The general meeting of shareholders voted and approved all the above proposals and listened to the work report of independent directors in 2021.
Upon examination, the voting methods, procedures and results of this general meeting of shareholders are legal and effective. 5、 Concluding observations
In conclusion, the qualification of the convener, the voting procedure and the voting result of the general meeting of shareholders comply with the relevant laws and regulations, and the qualification of the convener, the voting procedure and the voting result of the general meeting of shareholders comply with the relevant laws and regulations.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Jincheng Tongda law firm on Naura Technology Group Co.Ltd(002371) 2012 annual general meeting of shareholders) (seal)
Person in charge: (signature) handling lawyer: (signature)
Yang Chen: He Wei:
Huang Jueshu:
May 18, 2022
