Legal opinion of Shanghai jintiancheng (Shenzhen) law firm on Shenzhen Dawei Innovation Technology Co.Ltd(002213) 2021 annual general meeting of shareholders
Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Legal opinion of the 2021 annual general meeting
To: Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”) the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) was held on Friday, May 20, 2022. Entrusted by the company, Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as “jintiancheng”) appointed lawyer Chen te and lawyer Hua Yuanjing (hereinafter referred to as “jintiancheng lawyer”) to attend the shareholders’ meeting. 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Shenzhen Dawei Innovation Technology Co.Ltd(002213) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, Lawyer jintiancheng witnessed and gave legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures and other related matters of the general meeting of shareholders.
In order to issue this legal opinion, lawyer jintiancheng consulted the documents that need to be consulted according to the regulations and other documents that jintiancheng deems necessary. On the basis that the company has provided the original written materials, copies, copies, confirmation letters or certificates required by jintiancheng to issue this legal opinion, the documents and materials provided to jintiancheng are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or copies, which are consistent and consistent with the original, Jintiancheng verified and confirmed the relevant facts.
This legal opinion is only for the purpose of the company’s announcement together with the announcement of the resolution of the general meeting of shareholders. It shall not be used for any other purpose without the written consent of jintiancheng.
In accordance with the current laws, regulations and industry standards, the lawyer of Jincheng has provided the following due diligence opinions and documents in accordance with the current laws, regulations and industry standards of Jincheng:
1. Convening and convening procedures of this general meeting of shareholders 1.1 convening of this general meeting of shareholders
Upon inspection, the convening procedures of this general meeting of shareholders are as follows:
(1) On April 28, 2022, the company held the 26th meeting of the 5th board of directors, deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and agreed to convene this general meeting of shareholders. (2) On April 29, 2022, the company published the notice on convening the shareholders’ meeting on the designated information disclosure media. The above notice of the meeting specifies the time, place, method, convener, method, participants, matters submitted to the meeting for deliberation, on-site and online voting procedures, meeting registration measures, contact person and contact information of the meeting.
Jintiancheng believes that the convening and notification of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, and the convener’s qualification is legal and valid.
1.2 convening of the general meeting of shareholders
After verification, the shareholders’ meeting was held by combining on-site voting and online voting: (1) the on-site meeting of the shareholders’ meeting was held on May 20, 2022 in the conference room of a1406 company, building 12, Shenzhen Bay science and technology ecological park, No. 18, community science and technology south road, Yuehai street, high tech Zone, Nanshan District, Shenzhen, Guangdong Province, presided over by Chairman Lian zongmin.
(2) The online voting time of this general meeting of shareholders is May 20, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 20, 2022. The time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022. The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
Jintiancheng believes that the time, place and content of this shareholders’ meeting are consistent with the relevant contents specified in the company’s announcement and comply with the relevant laws, regulations, normative documents and the articles of association of the company.
2. Qualification of the persons attending the general meeting of shareholders 2.1 shareholders attending the general meeting of shareholders
There are 6 shareholders (or shareholder agents, the same below) who attend the on-site meeting and vote online (including online voting through the trading system of Shenzhen Stock Exchange and online voting through the Internet voting system, the same below), representing 42069815 voting shares of the company, accounting for 204222% of the total shares of the company. Of which:
(1) There were 3 shareholders attending the on-site meeting, of which 2 shareholders had participated in online voting, so there was 1 shareholder voting on-site, representing 1682300 voting shares of the company, accounting for 0.8167% of the total share capital of the company.
(2) According to the relevant data of online voting conducted by the trading system and Internet voting system of Shenzhen stock exchange provided by the company, there were 5 shareholders participating in online voting at this shareholders’ meeting, representing 40387515 voting shares of the company, accounting for 196056% of the total shares of the company. Upon inspection, all shareholders and their agents attending the on-site meeting of the general meeting of shareholders are the shareholders or their agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on May 16, 2022, and the agents have written power of attorney. All shareholders attending the on-site meeting of the general meeting of shareholders are qualified to attend the general meeting of shareholders.
The qualification of shareholders participating in online voting shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
2.2 other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other senior managers attended the shareholders’ meeting as nonvoting delegates. Lawyer jintiancheng attended and witnessed the shareholders’ meeting.
Jintiancheng believes that the shareholders and other personnel attending and attending the general meeting of shareholders have corresponding qualifications and comply with the relevant laws, regulations, normative documents and the articles of association of China. 3. Proposal of the general meeting of shareholders
3.1 according to the notice on convening the 2021 annual general meeting of shareholders announced by the company, the proposals considered at this general meeting of shareholders are:
(1) Proposal on the work report of the board of directors in 2021; (2) Proposal on the work report of the board of supervisors in 2021; (3) Proposal on the financial final accounts report of 2021; (4) Proposal on profit distribution plan in 2021; (5) Proposal on the full text of the 2021 annual report and the summary of the 2021 annual report; (6) Proposal on the company’s evaluation of the audit work of Dahua Certified Public Accountants (special general partnership) in 2021;
(7) Proposal on the remuneration of the chairman of the company; (8) Proposal on the application for comprehensive credit line by the company and its subsidiaries; (9) Proposal on using idle self owned funds for entrusted financial management; (10) Proposal on the prediction of guarantee amount provided by the company for subsidiaries;
(11) Proposal on carrying out foreign exchange derivatives trading business; (12) Proposal on carrying out foreign exchange hedging business; (13) Proposal on leasing idle plant of the company; (14) Proposal on the revision of the fund raising and use management system.
According to the inspection of lawyer jintiancheng, there was no addition or modification of the notice at the shareholders’ meeting, and the deliberation of the proposal at the shareholders’ meeting was consistent with the deliberation items listed in the notice on convening the 2021 annual shareholders’ meeting.
4 on the voting procedures and results of the general meeting of shareholders 4.1 the on-site meeting of the general meeting of shareholders voted on the proposals listed in the announced meeting notice by on-site voting. After the online voting of this shareholders’ meeting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of online voting. The company consolidated and counted the voting results of on-site voting and online voting. The voting results are as follows:
(1) The proposal on the work report of the board of directors in 2021 was considered and adopted by ordinary resolution
Voting results: 42045915 shares were approved, accounting for 999432% of the total number of valid voting shares held by shareholders attending the meeting; Against 23900 shares, accounting for 0.0568% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 1684000 shares are agreed, accounting for 986006% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 23900 shares, accounting for 1.3994% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Avoidance: it does not involve the need to avoid voting.
(2) The proposal on the work report of the board of supervisors in 2021 was considered and adopted by ordinary resolution
Voting results: 42045915 shares were approved, accounting for 999432% of the total number of valid voting shares held by shareholders attending the meeting; Against 23900 shares, accounting for 0.0568% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 1684000 shares are agreed, accounting for 986006% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 23900 shares, accounting for 1.3994% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Avoidance: it does not involve the need to avoid voting.
(3) The proposal on the financial statement report of 2021 was deliberated and adopted by ordinary resolution
Voting results: 42045915 shares were approved, accounting for 999432% of the total number of valid voting shares held by shareholders attending the meeting; Against 23900 shares, accounting for 0.0568% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 1684000 shares are agreed, accounting for 986006% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 23900 shares, accounting for 1.3994% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Avoidance: it does not involve the need to avoid voting.
(4) The proposal on the profit distribution plan for 2021 was deliberated and adopted by ordinary resolution
Voting results: 42045915 shares were approved, accounting for 999432% of the total number of valid voting shares held by shareholders attending the meeting; Against 23900 shares, accounting for 0.0568% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 1684000 shares are agreed, accounting for 986006% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 23900 shares, accounting for 1.3994% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Avoidance: it does not involve the need to avoid voting.
(5) The proposal on the full text of the 2021 annual report and the summary of the 2021 annual report was deliberated and adopted by ordinary resolution
Voting results: 42045915 shares were approved, accounting for the valid shares held by shareholders attending the meeting
