Beijing Dacheng (Guangzhou) law firm
about
Guangzhou Hi-Target Navigation Tech Co.Ltd(300177)
Of the 2021 annual general meeting
Legal opinion
14 / F, 15 / F, Guangzhou Chow Tai Fook financial center, No.6 Zhujiang East Road, Zhujiang New Town, Guangzhou, Guangdong, Guangdong, 510623, P.R.China
Tel/Fax: +86 2085277000
www.dentons. cn.
Beijing Dacheng (Guangzhou) law firm
About Guangzhou Hi-Target Navigation Tech Co.Ltd(300177)
Legal opinion of 2021 annual general meeting
To: Guangzhou Hi-Target Navigation Tech Co.Ltd(300177)
Beijing Dacheng (Guangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Guangzhou Hi-Target Navigation Tech Co.Ltd(300177) (hereinafter referred to as “the company”) to appoint its lawyers to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the shareholders’ meeting”) held by the company on May 20, 2022, 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, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations and normative documents, as well as the provisions of Guangzhou Hi-Target Navigation Tech Co.Ltd(300177) articles of Association (hereinafter referred to as the “articles of association”), witnessed the relevant matters of the general meeting of shareholders and issued this legal opinion.
Our lawyers give legal opinions according to the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, administrative regulations, departmental rules and normative documents of China. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this shareholders’ meeting, consulted the documents that our lawyers thought necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The company has guaranteed to provide the original written materials, duplicate materials or other materials that the lawyers of the firm believe are necessary for issuing this legal opinion. The company guarantees that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
In this legal opinion, according to the requirements of the articles of association, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders comply with laws and regulations and the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this shareholders’ meeting and shall not be used for any other purpose or purpose.
The exchange agrees to take this legal opinion as the announcement material of the company’s general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Based on the above, in accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The shareholders’ meeting was convened by the 5th board of directors of the company. On April 22, 2022, the company held the 8th meeting of the 5th board of directors and decided to hold this general meeting of shareholders. According to published on cninfo.com（ http://www.cn.info.com.cn. ）According to the relevant announcement of the company, on April 23, 2022, the board of directors of the company issued the notice on convening the 2021 annual general meeting of the company. After post verification, it was found that some information in the notice was wrong and missing. The company supplemented and corrected the corresponding contents, and reissued the notice on convening the 2021 annual general meeting of the company (Updated) on April 27, 2022, In this regard, the company published the correction announcement on the 2021 annual report and the notice on convening the 2021 annual general meeting of shareholders on the same day to give a specific description of the correction. After verification, the board of directors of the company convened the shareholders’ meeting in accordance with the company law and other laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and fully disclosed the time, place, attendees, deliberation matters, convening methods and other contents of the shareholders’ meeting.
(II) convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the company’s meeting was held at 15:30 p.m. on May 20, 2022 in the conference room on the 5th floor of the company, building 13, Tian’an headquarters center, No. 555 North Panyu Avenue, Panyu District, Guangzhou. The meeting was presided over by Chairman Liao Dinghai. The online voting of this general meeting of shareholders is through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting through the trading system of Shenzhen stock exchange is the morning of May 20, 2022
9: 15-9:25, 9:30-11:30 and 13:00-15:00 in the afternoon; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on May 20, 2022.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) Convener
The shareholders’ meeting was convened by the 5th board of directors of the company.
In order to convene this general meeting of shareholders, the company held the 8th meeting of the 5th board of directors on April 22, 2022, deliberated and adopted the proposal on convening this general meeting of shareholders.
After verification, the convener of the meeting meets the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the qualification of the convener is legal and effective.
(II) shareholders attending the meeting and their proxies
After verification of relevant certificates and authorization documents, 185 shareholders and shareholders’ agents attended the general meeting of shareholders, and 209614458 shares representing the company with voting rights, accounting for about 281676% of the total shares of the company. Among them, there are 180 minority shareholders (i.e. minority investors, excluding directors, supervisors and senior managers of the company) and shareholder agents holding less than 5% (excluding 5%), representing 25793370 shares with voting rights, accounting for about 3.4661% of the total shares of the company. The lawyer of the firm checked the identity certificates, shareholding certificates and power of attorney of the shareholders and their agents attending the on-site meeting, and confirmed that their qualification to attend the meeting was legal and valid; The identity of shareholders who vote online shall be verified by the organization provided by the online voting system.
Other persons attending or attending the general meeting of shareholders as nonvoting delegates are directors of the 5th board of directors, supervisors of the 5th board of supervisors, senior managers and lawyers of the firm appointed by the company.
After verification, the personnel attending or attending the general meeting of shareholders as nonvoting delegates comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Proposal of this shareholders’ meeting
The proposals considered at this shareholders’ meeting are:
1.00: review the proposal on the company’s 2021 annual report and its summary
2.00: review the proposal on the company’s annual work report of the board of directors in 2021
3.00: review the proposal on the company’s annual work report of the board of supervisors in 2021
4.00: deliberating the proposal on the company’s annual financial statement report in 2021
5.00: review the proposal on the company’s profit distribution plan for 2021
6.00: review the proposal on the company’s special report on the deposit and use of raised funds in 2021
7.00: review the proposal on the proposed renewal of accounting firm
8.00: review the proposal on the provision for asset impairment and write off of assets in 2021
9.00: review the proposal on the remuneration of non independent directors of the company in 2022
10.00: review the proposal on the remuneration of supervisors of the company in 2022
11.00: deliberation on the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
The above proposals have been deliberated and adopted at the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors.
After verification, the proposals considered at this shareholders’ meeting are consistent with the relevant resolutions of the board of directors, the board of supervisors and the contents of the notice and announcement of this shareholders’ meeting, and belong to the scope of authority of the company’s shareholders’ meeting. The shareholders’ meeting did not modify the proposals listed in the notice and announcement, shelved or did not vote on any proposals, and did not put forward interim proposals.
4、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting in accordance with the company law, rules of general meeting of shareholders and other relevant laws, administrative regulations, normative documents and the articles of association. The on-site meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the rules of the general meeting of shareholders and the articles of association, and announced the voting results on the spot. For proposals involving the interests of small and medium-sized investors, the shareholders’ meeting adopts the method of separate vote counting of small and medium-sized investors. The shareholders and their proxies attending the on-site meeting of the general meeting of shareholders have no objection to the voting results of the on-site meeting. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. According to the on-site voting results and relevant on-site voting regulations of the company, the on-site voting of the company is ended.
The voting results of various proposals at the shareholders’ meeting are as follows:
1.00: review the proposal on the company’s 2021 annual report and its summary
Voting results: 202236374 shares were approved, accounting for about 964802% of the total number of valid voting shares held by all shareholders attending the meeting; 6232584 opposition shares, accounting for about 2.9734% of the total number of effective voting shares held by all shareholders attending the meeting; 1145500 shares abstained, accounting for 0.5465% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors attending the general meeting of shareholders: 18415286 shares were agreed, accounting for 713954% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 6232584 opposed shares, accounting for 241635% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 1145500 shares were abstained, accounting for 4.4411% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2.00: review the proposal on the company’s annual work report of the board of directors in 2021
Voting results: 201701474 shares were approved, accounting for about 962250% of the total number of valid voting shares held by all shareholders attending the meeting; The total number of valid voting shares held by shareholders against the meeting is about 160684%, accounting for about 2503%; 1287900 shares were abstained, accounting for 0.6144% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors attending the general meeting of shareholders: 17880386 shares were agreed, accounting for 693216% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 6625084 shares, accounting for 256852% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 1287900 shares were abstained, accounting for 4.9931% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3.00: review the proposal on the company’s annual work report of the board of supervisors in 2021
Voting results: 202023774 shares were agreed, accounting for about 963787% of the total number of valid voting shares held by all shareholders attending the meeting; 6296484 opposition shares, accounting for about 3.0038% of the total number of effective voting shares held by all shareholders attending the meeting; 1294200 shares were abstained, accounting for 0.6174% of the total number of effective voting shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors attending the general meeting of shareholders: 18202686 shares were agreed, accounting for 705712% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 6296484 opposed shares, accounting for 244112% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 1294200 shares were abstained, accounting for 5.0176% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
