Guangdong Junyan law firm
About Shenzhen Coship Electronics Co.Ltd(002052)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
29 / F, Dachong International Center, 39 Tonggu Road, Nanshan District, Shenzhen, Guangdong, China
Guangdong Junyan law firm
About Shenzhen Coship Electronics Co.Ltd(002052)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Coship Electronics Co.Ltd(002052)
Guangdong Junyan law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shenzhen Coship Electronics Co.Ltd(002052) (hereinafter referred to as "the company") to appoint lawyer Hu Peng and Lawyer Liu Huijuan (hereinafter referred to as "the firm's lawyer") to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting" or "the meeting"), Witness the legitimacy of this shareholders\' meeting. In accordance with the 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 and other laws, regulations and normative legal documents (hereinafter referred to as "relevant laws and regulations") and the Shenzhen Coship Electronics Co.Ltd(002052) articles of Association (hereinafter referred to as "the articles of association"), the lawyers of the firm discussed the convening and convening procedures of the general meeting of shareholders of the company This legal opinion is issued on the qualification of the participants, the qualification of the convener, voting procedures and voting results.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals.
This legal opinion is only used for the purpose of this shareholders' meeting. No one shall use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion.
In view of this, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and facts of the shareholders' meeting, and now give the following legal opinions: I. convening and convening procedures of the shareholders' meeting
On December 29, 2021, the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the eighth meeting of the sixth board of directors of the company, and it was resolved to convene the first extraordinary general meeting of shareholders in 2022. On December 30, 2021, the board of directors of the company announced on cninfo.com, the designated information disclosure media（ http://www.cn.info.com.cn. ）The notice of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) has been announced, including the time, place, convener, method, matters to be considered, object of attendance, registration method, online voting operation process Contact information and other relevant matters shall be announced.
After verification, the shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting will be held in the company conference room 1, 27th floor, building 1, Xunmei science and Technology Plaza, No. 8, Keyuan Road, Yuehai street, Nanshan District, Shenzhen from 15:00 p.m. on January 14, 2022. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the day of the general meeting of shareholders; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on the day of the general meeting of shareholders. Shareholders can only choose one of on-site voting and online voting. The general meeting of shareholders is presided over by Liu Yongteng, chairman of the company. The time, place and other matters of the general meeting are consistent with the notice of general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. The lawyers of the firm believe that the board of directors, as the convener of the general meeting of shareholders, complies with the provisions of relevant laws, regulations and the articles of association.
(II) qualification of personnel attending the general meeting of shareholders
A total of 40 shareholders or shareholders' agents attended the shareholders' meeting. The total number of voting shares held by shareholders attending the meeting was 44439218, accounting for 5.9573% of the total shares of the company.
1. Shareholders attending the on-site meeting
After the identity documents of the persons attending the on-site meeting are verified by the convener and the lawyer of the firm, there is one shareholder and shareholder agent attending the shareholders' meeting, and the total number of voting shares held is 43200, accounting for 0.0058% of the total shares of the company, They are the shareholders or shareholder agents of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the equity registration date (January 10, 2022).
2. Online voting
A total of 39 shareholders participated in the online voting of the general meeting of shareholders, representing 44396018 shares with voting rights, accounting for 5.9515% of the total shares of the company.
The qualification of online voting shareholders is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they conduct online voting. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders' representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the above shareholders and their authorized representatives are legally qualified to attend the general meeting of shareholders and exercise their voting rights.
3. Attendance of shareholders holding less than 5% (excluding 5%) and shareholders other than directors, supervisors and senior managers of the company (hereinafter referred to as "small and medium-sized investors")
A total of 39 small and medium-sized investors and agents participated in the general meeting of shareholders through on-site and online, representing 17733100 shares with voting rights, accounting for 2.3772% of the total shares of the company.
After verification, other persons attending and attending the general meeting of shareholders also include directors, supervisors, senior managers and lawyers of the exchange. Some directors and senior managers attended the shareholders' meeting by video conference, and our lawyers witnessed the shareholders' meeting.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending the general meeting of shareholders of the company are legal and valid, and comply with the provisions of relevant laws, regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) proposals considered
After verification, the proposals considered at this shareholders' meeting are all those listed in the notice of shareholders' meeting, and there is no case of modifying the original proposal or putting forward new proposals at this shareholders' meeting.
(II) voting procedure
The general meeting of shareholders adopts a combination of on-site voting and online voting. The shareholders and their agents attending the on-site meeting voted on the proposal listed in the notice of the general meeting of shareholders. According to the rules of the general meeting of shareholders of listed companies and the articles of association, the lawyers, shareholder representatives and supervisor representatives of the exchange were jointly responsible for counting and monitoring the votes, and the voting results were announced on the spot. The voting results of on-site voting and online voting were collected and published at the shareholders' meeting. The shareholders and shareholders' agents attending the shareholders' meeting had no objection to the voting results.
(III) voting results
In accordance with relevant laws, regulations and the articles of association, all proposals of the general meeting of shareholders have been effectively voted through; All proposals of the shareholders' meeting shall be counted separately for small and medium-sized investors. The deliberation results of this shareholders' meeting are as follows:
1. The proposal I on increasing the company's business scope and amending the articles of association was considered and adopted. The general voting results are as follows:
44225318 shares were agreed, accounting for 99.5187% of the shares held by all shareholders attending the meeting; Against 213900 shares, accounting for 0.4813% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
17519200 shares were approved, accounting for 98.7938% of the shares held by minority shareholders attending the meeting; Against 213900 shares, accounting for 1.2062% 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.
2. Proposal II on Amending the articles of association was considered and adopted
Total voting:
44225318 shares were agreed, accounting for 99.5187% of the shares held by all shareholders attending the meeting; Against 213900 shares, accounting for 0.4813% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
17519200 shares were approved, accounting for 98.7938% of the shares held by minority shareholders attending the meeting; Against 213900 shares, accounting for 1.2062% 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.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid; The resolutions made at the meeting are legal and valid. The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company's general meeting of shareholders, and shall not be used for any other purpose without the consent of the exchange.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by our lawyer.
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(there is no text on this page, which is the signature page of the legal opinion of Guangdong Junyan law firm on the first extraordinary general meeting of shareholders in Shenzhen Coship Electronics Co.Ltd(002052) 2022)
Principal: Handling lawyer:
Xu Zeyang, Hu Peng
Liu Huijuan
January 14, 2022
