11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11/12F., TAIPING FINANCE TOWER, NO. 6001 YITIAN ROAD, SHENZHEN, P.R. CHINA
Tel.: (0755) 88265288 fax.: (075588265537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About 3 Chalkis Health Industry Co.Ltd(000972) 021 annual general meeting of shareholders
Legal opinion
Xinda Huizi [2022] No. 142 to: Dalian Zhiyun Automation Co.Ltd(300097)
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”), the governance standards for listed companies (hereinafter referred to as the “governance standards”) and other laws and regulations According to the normative documents and the current effective articles of association of Dalian Zhiyun Automation Co.Ltd(300097) company (hereinafter referred to as the articles of association), Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepts the entrustment of Dalian Zhiyun Automation Co.Ltd(300097) (hereinafter referred to as “your company” or “the company”) to appoint lawyer Shen Qiyu Lawyer Xiong Zhihao (hereinafter referred to as “Xinda lawyer”) attended the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the general meeting of shareholders”), witnessed the legitimacy of the general meeting of shareholders of your company, and issued the legal opinion of Guangdong Xinda law firm on 3 Chalkis Health Industry Co.Ltd(000972) 021 annual general meeting of shareholders (hereinafter referred to as “the legal opinion of the general meeting of shareholders”).
In order to issue the legal opinion of the general meeting of shareholders, Cinda lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, participated in the general meeting of shareholders of your company on site, reviewed relevant documents and materials, and obtained the following guarantee from your company: the documents and materials related to the legal opinion of the general meeting of shareholders provided to Cinda lawyers are true, accurate, complete and effective, and do not contain any misleading information, And there is no concealment or omission.
According to Article 5 of the rules, in the legal opinion of the general meeting of shareholders, Xinda lawyer only expresses legal opinions on the convening and convening procedures of the general meeting of shareholders of your company, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the proposals considered at the general meeting of shareholders and other facts and data related to the proposals.
Xinda agrees that this legal opinion of the general meeting of shareholders shall be announced together with other information disclosure materials of the general meeting of shareholders of your company.
In view of this, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer gives 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 28, 2022, the board of directors of your company published the notice of Dalian Zhiyun Automation Co.Ltd(300097) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) on the designated media.
The above notice of the general meeting of shareholders announced the time and place of the general meeting of shareholders, the method of holding the meeting, the convener of the meeting, the matters to be considered at the meeting, the objects to attend the meeting and other related matters according to the legal time limit.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of laws, regulations and normative documents such as the company law, rules and governance standards, as well as the relevant provisions of the current articles of association. (II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, 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 notice of 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, attendees, etc. The contents of such meeting notices comply with the provisions of laws, regulations and normative documents such as the company law, rules and governance standards, as well as the relevant provisions of the current articles of association.
3. The shareholders’ meeting of your company was held by combining on-site voting and online voting: the on-site meeting was held as scheduled at 14:30 p.m. on May 19, 2022 in the conference room on the second floor of the company, No. 126 Dayang Road, Bao’an District, Shenzhen; Your company passes the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide shareholders with an online voting platform for the general meeting of shareholders (hereinafter referred to as “online voting system”); Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 a.m. and 13:00 to 15:00 p.m. on May 19, 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 May 19, 2022. The actual time, place and voting method of the meeting are consistent with the time, place and voting method notified in the meeting notice. This shareholders’ meeting is presided over by Mr. Shi Liquan, chairman of your company.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of laws, regulations and normative documents such as the company law, rules and governance standards, 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
1. General information of shareholders attending the meeting
A total of 11 shareholders and shareholder representatives attended the shareholders’ meeting, representing 66072741 shares, accounting for 228982% of the total shares of the listed company.
2. Details of shareholders attending the meeting
(1) Shareholders and their agents attending the on-site meeting
A total of 5 shareholders and agents entrusted by shareholders attended the on-site meeting of the general meeting of shareholders, representing 4222465 shares with voting rights, accounting for 146323% of the total shares of the listed company.
(2) Shareholders participating in the online voting of the general meeting of shareholders
Within the effective time of online voting, there are 6 shareholders voting directly through the online voting system, representing 23851276 voting shares, accounting for 8.2659% of the total shares of the listed company.
(3) Attendance of small and medium-sized investors
A total of 7 small and medium-sized investors (except directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and those acting in concert) attended the general meeting of shareholders, representing 17628737 voting shares, accounting for 6.1094% of the total voting shares of the company.
According to Xinda’s lawyer’s verification and examination of the shareholders attending the on-site meeting and online voting with the register of shareholders issued by the relevant statutory securities registration authority at the end of the transaction of Shenzhen Stock Exchange on May 12, 2022, the names, ID card numbers or business license numbers, and shareholder securities account numbers of the shareholders attending the on-site meeting and online voting are consistent with those recorded in the register of shareholders; The shareholder’s agent attending the on-site meeting shall hold legal and valid power of attorney and relevant identity certificates.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors, senior managers and Xinda lawyers of your company also attended or attended the shareholders’ meeting as nonvoting delegates.
(III) qualification of convener of this general meeting of shareholders
According to the notice of the general meeting of shareholders, 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.
After verification by Xinda lawyer, the proposal listed in the notice was considered at the general meeting of shareholders of your company and voted by open ballot.
(I) proposals to be deliberated at this shareholders’ meeting
According to the notice of the general meeting of shareholders, the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
2. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
3. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
4. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
6. The proposal on the remuneration of non independent directors in 2021 and the remuneration scheme in 2022 was deliberated and passed. The voting results: 23744204 shares were agreed, accounting for 998625% of the shares held by all shareholders attending the meeting; Against 32700 shares, accounting for 0.1375% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 8244704 shares were agreed, accounting for 996049% of the shares held by small and medium-sized shareholders attending the meeting; Against 32700 shares, accounting for 0.3951% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
7. The proposal on the remuneration plan of the company’s independent directors in 2021 and 2022 was deliberated and adopted
Voting results: 66040041 shares were approved, accounting for 999505% of the shares held by all shareholders attending the meeting; Oppose 32700 shares, accounting for 0.0495% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: 17596037 shares were agreed, accounting for 998145% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 32700 shares, accounting for 0.1855% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
8. The proposal on the remuneration plan of the company’s supervisors in 2021 and 2022 was deliberated and adopted
Voting results: 56688708 shares were approved, accounting for 999424% of the shares held by all shareholders attending the meeting; Against 32700 shares, accounting for 0.0576% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting: agree 8244,
