Beijing Guofeng (Shenzhen) law firm
About Shenzhen Dvision Co.Ltd(300167)
Legal opinion of 2021 annual general meeting
Gflgz [2022] No. c0061
To: Shenzhen Dvision Co.Ltd(300167)
Entrusted by Shenzhen Dvision Co.Ltd(300167) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of 2021 annual general meeting of shareholders held by your company.
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, the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Shenzhen Dvision Co.Ltd(300167) articles of Association (hereinafter referred to as the “articles of association”), our lawyers issue this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. Your company published the announcement of Shenzhen Dvision Co.Ltd(300167) 2021 annual resolution of the board of directors (hereinafter referred to as the resolution of the board of directors) in the media that meet the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on April 28, 2022;
2. Your company published the announcement of the resolution of the board of supervisors in Shenzhen Dvision Co.Ltd(300167) 2021 on the media meeting the conditions specified by the CSRC on April 28, 2022;
3. The notice of Shenzhen Dvision Co.Ltd(300167) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published by your company in the media meeting the conditions specified by the CSRC on April 28, 2022;
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now verify and verify the relevant documents and matters provided by your company, and issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the resolution of the board of directors and the notice of the general meeting of shareholders announced by your company, this general meeting of shareholders was decided to be held by the 2021 annual meeting of the board of directors held on April 28, 2022. On April 28, 2022, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the 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 on convening the general meeting of shareholders has been made in the form of announcement 20 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the 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: the type and session of the meeting, the convener, the date, time and place of the meeting, the way of holding the meeting, the matters to be considered, the objects to attend, the registration method of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
The shareholders’ meeting will be held on the 12th floor of Gaofa Road, Shenzhen, at 12:00 p.m. and 12:00 p.m. on the 12th floor of Gaofa Road, Shenzhen. The actual time and place of the on-site meeting shall be consistent with the time and place specified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）A voting platform in the form of network is provided to all shareholders. 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 p.m. and 13:00 to 15:00 p.m. on May 19, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on May 19, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Ji Gang, vice chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of May 16, 2022 (equity registration date). There were 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 34502333 voting shares of your company, Accounting for 105761% of the total voting shares of your company. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 40 shareholders voted through the online voting system during the online voting time, representing 5582700 voting shares of your company, accounting for 1.7113% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors and senior managers of your company and the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders’ meeting deliberated on the proposal listed in the notice of shareholders’ meeting, and voted by on-site open ballot and online voting. Among them, the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Full text and summary of 2021 Annual Report
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.00% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
2. Work report of the board of directors in 2021
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.00% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
3. Work report of the board of supervisors in 2021
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
4. Financial statement report for 2021
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.00% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
5. 2021 profit distribution plan
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
6. Proposal on Directors’ remuneration in 2021 and 2022
Voting: 36969233 shares were approved, accounting for 922270% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3115800 shares, accounting for 7.7730% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.00% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 2466900 shares were agreed, accounting for 441883% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3115800 shares, accounting for 558117% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
7. Proposal on the company’s application for comprehensive credit line from the bank
Voting: 38362033 shares were approved, accounting for 957016% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 1694700 shares, accounting for 4.2278% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 28300 shares abstained, accounting for 0.0706% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 3859700 shares were agreed, accounting for 691368% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1694700 shares, accounting for 303563% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; 28300 shares were abstained, accounting for 0.5069% of the total voting shares held by small and medium-sized investors attending the general meeting.
According to the counting of on-site voting results by vote counting and scrutinizing representatives and the inspection of our lawyers, the voting results of on-site voting and online voting are combined and counted
