Beijing Deheng (Shenzhen) law firm on Zhuhai Bojay Electronics Co.Ltd(002975)
Of the 2021 annual general meeting
Legal opinion
11th floor, building B, Allianz building, 4018 Jintian Road, Futian District, Shenzhen
Tel: 075588286488 Fax: 075588286499 zip code: 518026
Beijing Deheng (Shenzhen) law firm
About Zhuhai Bojay Electronics Co.Ltd(002975)
Of the 2021 annual general meeting
Legal opinion
Deheng 06g20220012- 00001 to: Zhuhai Bojay Electronics Co.Ltd(002975)
Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as “the company”) the 2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”) was held on Friday, May 20, 2022. Entrusted by the company, Beijing Deheng (Shenzhen) law firm (hereinafter referred to as “Deheng”) appointed lawyer Ouyang Jingxian and lawyer Deng Shuyi (hereinafter referred to as “Deheng lawyer”) to attend the meeting. According to the provisions of 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”) and the Zhuhai Bojay Electronics Co.Ltd(002975) articles of Association (hereinafter referred to as the “articles of association”), lawyer Deheng Witness the convening procedure, qualification of on-site attendees, voting procedure and other related matters, and give legal opinions.
In order to issue this legal opinion, lawyer Deheng attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) resolutions of the seventh meeting of the second board of directors of the company;
(III) resolutions of the seventh meeting of the second board of supervisors of the company;
(IV) resolutions of the eighth meeting of the second board of directors of the company;
(V) resolutions of the eighth meeting of the second board of supervisors of the company;
(VI) independent opinions of the company’s independent directors on relevant matters;
(VII) the company posted on cninfo.com on April 26, 2022 and may 5, 2022 respectively（ http://www.cn.info.com.cn. ）And the notice of Zhuhai Bojay Electronics Co.Ltd(002975) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the annual general meeting”) and the notice of Zhuhai Bojay Electronics Co.Ltd(002975) on adding temporary proposals and supplementary notice of the 2021 annual general meeting of shareholders (hereinafter referred to as the “Supplementary Notice of the annual general meeting of shareholders”) published by China Securities Journal, Shanghai Securities News, securities times and Securities Daily respectively;
(VIII) registration records and voucher materials of shareholders attending the meeting on site;
(IX) information on the voting of shareholders at the meeting;
(x) other documents of the meeting.
Lawyer Deheng is guaranteed as follows: the company has provided the materials that lawyer Deheng considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only expressed his opinions on whether the convening and convening procedures of the company’s current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualification of attendees and conveners, and whether the voting procedures and voting results of the meeting are legal and effective, We will not comment on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Deheng and Deheng lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company’s meeting:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the seventh meeting of the second board of directors held on April 22, 2022, the board of directors of the company convened this meeting.
2. The board of directors of the company was on cninfo.com on April 26, 2022 and may 5, 2022 respectively（ http://www.cn.info.com.cn. ）And China Securities Journal, securities times, Shanghai Securities News and Securities Daily issued the notice of the annual general meeting and the supplementary notice of the annual general meeting. The announcement date of the meeting notice has reached 20 days from the date of the meeting, and the interval between the equity registration date and the date of the meeting is no more than 7 working days. Shareholders who individually or jointly hold more than 3% of the company’s shares put forward an interim proposal ten days before the general meeting of shareholders, which was submitted to the general meeting of shareholders for deliberation by the board of directors, and the company issued the supplementary notice of the annual general meeting of shareholders accordingly.
3. The notice fully discloses the meeting’s contents, contact person, registration method of the meeting, and fully lists the meeting’s time and place of the meeting.
Lawyer Deheng believes that the convening procedure of this meeting of the company complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) convening of this meeting
1. This meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 14:45 on Friday, May 20, 2022 in the training room on the second floor of plant Zhuhai Bojay Electronics Co.Ltd(002975) 1, No. 10 Futian Road, Xiangzhou District, Zhuhai. The actual time, place and method of this meeting are the same as those notified in the notice of annual general meeting of shareholders.
The online voting time is May 20, 2022. Among them, 13:00 to 15:00 through the system of Shenzhen Stock Exchange; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
2. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors made records of the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening this meeting. Lawyer Deheng believes that the actual time, place and contents of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualification of participants and convener of the meeting
(I) a total of 97 shareholders and their authorized agents attended the on-site meeting and online voting, representing 105701211 shares with voting rights, accounting for 759331% of the total voting shares of the company. Including: 1 A total of 87 shareholders and shareholders’ agents attended the on-site meeting, representing 100666600 shares with voting rights, accounting for 723164% of the total voting shares of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of this meeting, there are 10 shareholders participating in the online voting of this meeting, and the number of voting shares represented is 5034611 shares, accounting for 3.6167% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3. A total of 88 minority investor shareholders and shareholder agents attended the on-site meeting and online voting of this meeting, and the number of voting shares represented was 5701211, accounting for 4.0956% of the total voting shares of the company.
(II) the company’s directors, supervisors and the Secretary of the board of directors attended the meeting, and the company’s senior managers and Deheng lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend / attend the meeting as nonvoting delegates.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
According to the eighth meeting of the second board of directors held by the company on April 29, 2022, the board of directors of the company deliberated and approved the proposal on the unfulfilled lifting conditions of the first lifting period of the restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted shares, and the proposal on changing the registered capital and amending the articles of association. The above two proposals need to be submitted to the general meeting of shareholders for deliberation.
According to the relevant provisions of the company law and the articles of association, shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. On April 29, 2022, Mr. Wang Zhaochun, one of the controlling shareholders, requested the board of directors of the company to submit the above two proposals as interim proposals to the 2021 annual general meeting of shareholders of the company for deliberation. The board of Directors believes that Mr. Wang Zhaochun meets the qualification of the subject of the temporary proposal, the proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with relevant regulations. The board of directors agrees to submit the above temporary proposal to the 2021 general meeting of shareholders of the company for deliberation.
Lawyer Deheng believes that the proposer of the interim proposal proposed at this meeting is qualified to propose the interim proposal. The interim proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and the proposal procedure and content comply with the relevant provisions of the company law, the articles of Association and so on.
4、 Voting procedure of this meeting
(I) the meeting adopted on-site voting and online voting to vote on the proposals of the meeting. Witnessed by lawyer Deheng, the proposal considered at this meeting of the company is consistent with the deliberation items listed in the notice of the annual general meeting and the supplementary notice of the annual general meeting. There is no modification of the notice at this meeting.
(II) in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, two shareholder representatives, one supervisor representative and Deheng lawyer are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on the work report of the board of directors in 2021 was considered and adopted by ordinary resolution
The total number of shareholders with voting rights and proxies present at the meeting: 635399% of the total number of shareholders with voting rights; Against 68400 shares, accounting for 0.0647% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 5632811 shares were agreed, accounting for 988003% of the effective voting shares of such shareholders; Against 68400 shares, accounting for 1.1997% of the effective voting shares of such shareholders; 0 abstention shares, accounting for 0.0000% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
2. The proposal on the work report of the board of supervisors in 2021 was considered and adopted by ordinary resolution
Voting results: 105632811 shares were approved, accounting for 999353% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 68400 shares, accounting for 0.0647% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 5632811 shares were agreed, accounting for 988003% of the effective voting shares of such shareholders; Against 68400 shares, accounting for 1.1997% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
3. By ordinary decision
