Beijing Zhide law firm
About Zhejiang East Crystal Electronic Co.Ltd(002199)
Of the 2021 annual general meeting
Legal opinion
Zhi De Jing (HUI) Zi [2022] No. 0070
To: Zhejiang East Crystal Electronic Co.Ltd(002199)
In accordance with the relevant provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China, 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 (hereinafter referred to as the “measures for the administration of securities legal business”) and the articles of association of Zhejiang East Crystal Electronic Co.Ltd(002199) (hereinafter referred to as Zhejiang East Crystal Electronic Co.Ltd(002199) ), Beijing Zhide law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the Zhejiang East Crystal Electronic Co.Ltd(002199) 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) and issued this legal opinion.
The lawyers of the firm have checked and verified the authenticity and legitimacy of the general meeting of shareholders in accordance with the requirements of the rules of general meeting of shareholders, and issued legal opinions; There are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of this general meeting of shareholders. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 20 of the measures for the administration of securities legal business and Article 5 of the rules of the general meeting of shareholders, the lawyers of the firm checked and verified the relevant documents and facts of the general meeting of shareholders in accordance with the business standards, ethics and diligence recognized by the lawyer industry; At the same time, due to the impact of pneumonia caused by novel coronavirus infection, our lawyers witnessed the Zhejiang East Crystal Electronic Co.Ltd(002199) 2021 annual general meeting of shareholders by video, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. After verification, the shareholders’ meeting was convened by the seventh meeting of Zhejiang East Crystal Electronic Co.Ltd(002199) the sixth board of directors. On April 16, 2022, Zhejiang East Crystal Electronic Co.Ltd(002199) published the notice of Zhejiang East Crystal Electronic Co.Ltd(002199) on convening the 2021 annual general meeting of shareholders on the website of Shenzhen Stock Exchange and cninfo. The aforesaid notice specifies the time and place of the shareholders’ meeting, and describes the shareholders’ right to attend and exercise their voting rights in person or by proxy, as well as the voting method of the meeting, the equity registration date of the shareholders entitled to attend the meeting, the registration method, contact address and contact person of the shareholders attending the meeting.
2. The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held in the conference room of the company on the afternoon of May 19, 2022.
Upon inspection, the board of directors of Zhejiang East Crystal Electronic Co.Ltd(002199) has convened the shareholders’ meeting in accordance with the company law of the people’s Republic of China, the rules of shareholders’ meeting and other relevant laws, regulations and normative documents, as well as the relevant provisions of Zhejiang East Crystal Electronic Co.Ltd(002199) articles of Association, and has fully disclosed the contents of the proposals considered by the shareholders’ meeting. The time, place and contents of the shareholders’ meeting are consistent with those specified in the meeting notice. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and Zhejiang East Crystal Electronic Co.Ltd(002199) articles of association. 2、 Qualifications of the convener and attendees of the general meeting of shareholders
1. After verification, the shareholders’ meeting was convened by the seventh meeting of the sixth board of directors of Zhejiang East Crystal Electronic Co.Ltd(002199) and the announcement notice was issued. The convener of the shareholders’ meeting was the board of directors of Zhejiang East Crystal Electronic Co.Ltd(002199) company.
2. According to the signatures of shareholders attending the on-site meeting, online voting results and reasonable verification, there are 2 shareholders attending the on-site meeting of the general meeting of shareholders in person or by proxy, representing 35604710 shares with voting rights, accounting for 146255% of the total number of Zhejiang East Crystal Electronic Co.Ltd(002199) shares; A total of 10 shareholders voted online, representing 49747508 shares, accounting for 204350% of the total Zhejiang East Crystal Electronic Co.Ltd(002199) shares. The on-site meeting of the general meeting of shareholders was attended by Zhejiang East Crystal Electronic Co.Ltd(002199) some directors, supervisors and senior managers; Due to the impact of pneumonia caused by novel coronavirus infection, our lawyers attended the shareholders’ meeting by video.
After verification, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders meet the provisions of relevant laws, regulations, normative documents and Zhejiang East Crystal Electronic Co.Ltd(002199) articles of association, and the qualifications are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
1. After verification, the matters considered and voted at this general meeting of shareholders are all proposals listed in the notice of Zhejiang East Crystal Electronic Co.Ltd(002199) announced meeting. The general meeting of shareholders voted and adopted the following proposals:
(1) Work report of the board of directors in 2021
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(2) Work report of the board of supervisors in 2021
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(3) Financial statement report of 2021
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(4) 2021 profit distribution plan
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(5) Full text and summary of annual report 2021
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(6) Proposal on applying for comprehensive credit and financing line from financial institutions in 2022
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(7) Proposal on using idle self owned funds for cash management
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(8) Proposal on providing guarantee amount for wholly-owned subsidiaries
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(9) Proposal on reappointment of audit institutions in 2022
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(10) Self evaluation report on internal control in 2021
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(11) Proposal on purchasing directors, supervisors and senior managers liability insurance
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
(12) Proposal on by election of non employee representative supervisors of the sixth board of supervisors
After voting, 85344818 shares were approved, 7400 against and 0 abstained. The approved shares accounted for 999913% of the total voting shares attending the shareholders’ meeting. This proposal was passed.
2. The general meeting of shareholders is held by the combination of on-site open voting and online voting. The minutes of the general meeting of shareholders are signed by Zhejiang East Crystal Electronic Co.Ltd(002199) directors, Secretary of the board of directors and chairman of the meeting; The resolution of the meeting was signed by Zhejiang East Crystal Electronic Co.Ltd(002199) directors attending the general meeting of shareholders.
To sum up, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and Zhejiang East Crystal Electronic Co.Ltd(002199) articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and Zhejiang East Crystal Electronic Co.Ltd(002199) articles of Association; The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid; The voting procedures and methods of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and Zhejiang East Crystal Electronic Co.Ltd(002199) articles of association, and the voting results are legal and valid.
This legal opinion is made in duplicate.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhide law firm on Zhejiang East Crystal Electronic Co.Ltd(002199) 2021 annual general meeting of shareholders) person in charge of Beijing Zhide law firm:
Long Haitao
Handling lawyer:
Jiang Ruiming
Wang yuepeng
May 19, 2022
