Guangdong Huashang law firm
about
Of the 2021 annual general meeting
Legal opinion
May, 2002
About Shenzhen Mtc Co.Ltd(002429)
Legal opinion of 2021 annual general meeting
To: Shenzhen Mtc Co.Ltd(002429)
Guangdong Huashang law firm (hereinafter referred to as “the firm”) is entrusted by Shenzhen Mtc Co.Ltd(002429) (hereinafter referred to as “the company”) to appoint Lawyer Chen Wenxin and lawyer Xu Hua (hereinafter referred to as “the firm”) to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting”). The lawyer of the firm issues this legal opinion in accordance with 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 and other laws, regulations and normative legal documents, as well as the provisions of Shenzhen Mtc Co.Ltd(002429) articles of Association (hereinafter referred to as the “articles of association”).
This legal opinion only checks and expresses opinions on whether the procedures for convening and convening this meeting, the qualifications of the personnel attending this meeting and the voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, as well as whether the voting results of the proposals considered at this meeting are effective, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data involved in such proposals. The legal opinions issued by the lawyers of this meeting shall be regarded as the necessary legal opinions of the company, and the legal opinions of this meeting shall be undertaken according to law.
In accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers have verified and witnessed the documents related to the issuance of this legal opinion and the following facts. Now, we issue legal opinions on the relevant legal matters involved in this shareholders’ meeting as follows: I. convening and convening procedures of this meeting
The meeting was decided at the 32nd meeting of the 5th board of directors. The board of directors of the company held the 32nd meeting of the 5th board of directors on April 27, 2021, deliberated and adopted the proposal on the annual report and summary of the company in 2021, the proposal on requesting the convening of the annual general meeting of shareholders in 2021 and other proposals, and published them in China Securities News, Shanghai Securities News and securities times on April 29, 2022 The notice of Shenzhen Mtc Co.Ltd(002429) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022036) (hereinafter referred to as the “Notice of general meeting of shareholders”) was published in Securities Daily and cninfo.com; The announcement issued by the company specifies the time, place, method, deliberation matters, personnel entitled to attend the meeting, matters discussed at the meeting and other relevant matters, and fully discloses the contents of the proposal in accordance with relevant regulations.
According to the verification of our lawyers, the meeting of the company was held at 15:00 on May 20, 2022 in the conference room of building 3, zhaochi Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park, No. 1, LiLang Road, Nanwan street, Longgang District, Shenzhen, Guangdong Province. The meeting was presided over by Mr. Gu Wei, chairman of the board. The time, place and deliberation items of the meeting were consistent with those notified in the notice of the general meeting of shareholders. This general meeting of shareholders adopts the combination of on-site voting and online voting.
After verification, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of relevant laws, administrative regulations, the rules for the general meeting of shareholders of listed companies and the articles of association. 2、 On the qualifications of participants and conveners of this meeting
1. Shareholders and entrusted agents attending the meeting
After verification, the identity certificates, shareholding certificates and power of attorney of the shareholders and entrusted agents attending the general meeting of shareholders, and 5 shareholders (or their agents, the same below) attending the general meeting of shareholders on site, own and represent 1823100491 shares, accounting for 402722% of the total voting shares of the company; According to the information provided by Shenzhen Stock Exchange, the total number of shareholders who have passed the online certification of the company’s shares and the number of shareholders who have passed the online certification of the company’s shares is 152741%, accounting for the total number of shares certified by Shenzhen Stock Exchange. To sum up, 46 shareholders and shareholders’ proxies attended the meeting (including online voting), representing 2146900936 shares, accounting for 474250% of the total voting shares of the company. The above shareholders are the shareholders holding the company’s shares registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of May 12, 2022 (equity registration date).
2. Other personnel attending the meeting
In addition to the shareholders and their entrusted agents, the persons attending the meeting are the directors, supervisors, senior managers of the company and the lawyers and other relevant personnel employed by the company.
3. Convener of this meeting
The convener of this meeting is the board of directors of the company.
After verification, our lawyers believe that the qualifications of the attendees and conveners of this meeting are in line with the provisions of relevant laws, administrative regulations, normative documents and the articles of association. 3、 Matters to be considered at this meeting
According to the verification of our lawyers, the proposals considered at this meeting are as follows:
1. Deliberating the proposal on the annual report and summary of the company in 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 2. Deliberating the proposal on the work report of the board of directors in 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 3. Deliberating the proposal on the work report of the board of supervisors in 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 4. Deliberating the proposal on the company’s 2021 annual financial statement report
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 5. Review the proposal on the company’s profit distribution plan for 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association.
6. Deliberating the proposal on the remuneration of directors and senior managers of the company in 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 7. Deliberating the proposal on the remuneration of supervisors in 2021
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 8. Review the proposal on the prediction of the company’s daily connected transactions in 2022
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 9. Deliberating the proposal on providing guarantee for subordinate companies applying for comprehensive credit
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 10. Deliberating the proposal on the provision for asset impairment
After verification, our lawyers believe that the proposals considered at this meeting are consistent with those listed in the notice of the general meeting of shareholders and comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. 4、 Voting procedures and results of this meeting
The on-site meeting of the shareholders’ meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. Accordingly, after the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
(I) the proposal on the annual report and summary of the company in 2021 was deliberated and passed
Voting: 2145702936 shares were approved, accounting for 999442% of the shares held by all shareholders attending the meeting; Against 848300 shares, accounting for 0.2620% of the shares held by all shareholders attending the meeting; 349700 shares were abstained, accounting for 0.0163% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36325645 shares were approved, accounting for 968073% of the shares held by minority shareholders attending the meeting; 848300 shares were opposed, accounting for 2.2607% of the shares held by minority shareholders attending the meeting; 349700 shares were abstained, accounting for 0.9319% of the shares held by minority shareholders attending the meeting.
(II) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting: 2145775936 shares were approved, accounting for 999476% of the shares held by all shareholders attending the meeting; Against 714700 shares, accounting for 0.0333% of the shares held by all shareholders attending the meeting; Abstained 410300 shares, accounting for 0.0191% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36325645 shares were approved, accounting for 970019% of the shares held by minority shareholders attending the meeting; Against 714700 shares, accounting for 1.9047% of the shares held by minority shareholders attending the meeting; Abstained 410300 shares, accounting for 1.0934% of the shares held by minority shareholders attending the meeting.
(III) the proposal on the company’s work report of the board of supervisors in 2021 was deliberated and adopted
Voting: 2145775936 shares were approved, accounting for 999476% of the shares held by all shareholders attending the meeting; Against 629700 shares, accounting for 0.0293% of the shares held by all shareholders attending the meeting; 495300 shares were abstained, accounting for 0.0231% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36398545 shares were approved, accounting for 970016% of the shares held by minority shareholders attending the meeting; Against 629700 shares, accounting for 1.6781% of the shares held by minority shareholders attending the meeting; 495300 shares were abstained, accounting for 1.3200% of the shares held by minority shareholders attending the meeting.
(IV) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
Voting: 2145775936 shares were approved, accounting for 999476% of the shares held by all shareholders attending the meeting; Against 714700 shares, accounting for 0.0333% of the shares held by all shareholders attending the meeting; Abstained 410300 shares, accounting for 0.0191% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36398545 shares were approved, accounting for 970016% of the shares held by minority shareholders attending the meeting; Against 714700 shares, accounting for 1.9047% of the shares held by minority shareholders attending the meeting; Abstained 410300 shares, accounting for 1.0934% of the shares held by minority shareholders attending the meeting.
(V) the proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Voting: 2145942836 shares were approved, accounting for 999554% of the shares held by all shareholders attending the meeting; Against 958100 shares, accounting for 0.0446% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36565445 shares were approved, accounting for 974464% of the shares held by minority shareholders attending the meeting; Against 958100 shares, accounting for 2.5533% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(VI) the proposal on the remuneration of directors and senior managers of the company in 2021 was deliberated and adopted
Voting: 2146034736 shares were approved, accounting for 999597% of the shares held by all shareholders attending the meeting; Against 732500 shares, accounting for 0.0341% of the shares held by all shareholders attending the meeting; 133700 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 36657345 shares were approved, accounting for 976913% of the shares held by minority shareholders attending the meeting; Against 732500 shares, accounting for 1.9521% of the shares held by minority shareholders attending the meeting; 133700 shares were abstained, accounting for 0.3563% of the shares held by minority shareholders attending the meeting.
(VII) the proposal on the remuneration of supervisors in 2021 was deliberated and adopted
Voting: 2146057736 shares were approved, accounting for 999607% of the shares held by all shareholders attending the meeting; Oppose 794500 shares, accounting for 0.3700% of the shares held by all shareholders attending the meeting; 48700 shares abstained, accounting for
