Shanghai jintiancheng law firm
About Aishida Co.Ltd(002403)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 building, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Aishida Co.Ltd(002403)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Aishida Co.Ltd(002403) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the Aishida Co.Ltd(002403) articles of Association (hereinafter referred to as the articles of association). In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Qualification of convener of this general meeting of shareholders and procedures for convening and convening
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On December 30, 2021, the company held the 7th Meeting of the 5th board of directors and decided to convene the shareholders’ meeting.
On January 1, 2022, the company published the notice of Aishida Co.Ltd(002403) on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the CSRC. The above-mentioned meeting notice specified the convener, date and time of the general meeting (including the date and time of the on-site meeting and the date and time of online voting), the method of holding, the date of equity registration Attendance object, meeting place, meeting deliberations, on-site meeting registration method, specific operation process of participating in online voting, meeting contact person and contact information. Among them, the date of publication of the announcement has reached 15 days from the convening date of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held on January 17, 2022 at No. 2, Keji Road, Wenling Economic Development Zone, Zhejiang Province.
The general meeting of shareholders is held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 17, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, there are 12 shareholders and shareholders’ agents attending the general meeting, representing 187236656 voting shares, accounting for 54.9664% of the total shares of the company, including: 1. Shareholders and shareholders’ agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. There were 6 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on the afternoon of January 11, 2022, These shareholders hold 187117236 shares of the company, accounting for 54.9313% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by the provider of the online voting system, there are 6 shareholders voting effectively through the online voting system, representing 119420 voting shares, accounting for 0.0351% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 7 small and medium-sized investor shareholders participated in the meeting through on-site and network, representing 4555022 voting shares, accounting for 1.3372% of the total shares of the company.
(Note: minority investor shareholders refer to other shareholders of the company except the following shareholders: shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
Upon verification by our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After review, the lawyers of the firm believe that the qualifications of the attendants of the company’s general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Proposal on changing the purpose of share repurchase and cancellation
Voting results: 187236656 shares were agreed, accounting for 100.0000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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. The motion was passed. Among them, the voting situation of minority investor shareholders is: 4555022 shares are agreed, accounting for 100.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of effective voting shares held by all shareholders attending the meeting.
2. Proposal on changing the registered capital and amending the articles of Association
Voting results: 187236656 shares were agreed, accounting for 100.0000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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. The motion was passed. Among them, the voting situation of minority investor shareholders is: 4555022 shares are agreed, accounting for 100.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of effective voting shares held by all shareholders attending the meeting.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications and voting procedures of the company’s first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, rules for general meetings of listed companies and other laws, regulations, rules, other normative documents and the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate, which has the same legal effect after being signed and sealed.
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(there is no text on this page, which is about Aishida Co.Ltd(002403) 2022 of Shanghai jintiancheng law firm
Legal opinion of the first extraordinary general meeting (signature page)
Handling lawyer of Shanghai jintiancheng law firm:
Li Bo
Principal: Handling lawyer:
Gu Gongyun, Zhang ziye
specific date
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Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
