...... Beijing Deheng (Shenzhen) law firm
About Shenzhen Clou Electronics Co.Ltd(002121)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
...... 11 / F, block B, Allianz building, 4018 Jintian Road, Futian District, Shenzhen
Tel: 0755-88286488 Fax: 0755-88286499 zip code: 518026
Beijing Deheng (Shenzhen) law firm
About Shenzhen Clou Electronics Co.Ltd(002121)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 06g20210465- 00002 to: Shenzhen Clou Electronics Co.Ltd(002121)
The first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the meeting") of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") was held on Monday, January 17, 2022. Entrusted by the company, Beijing Deheng (Shenzhen) law firm (hereinafter referred to as "Deheng" or "the firm") appointed lawyer Deng Yuge and lawyer Li Xiang (hereinafter referred to as "the firm's lawyer") to attend the 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 other laws, administrative regulations and departmental rules of the China Securities Regulatory Commission In accordance with the provisions of the normative documents and the articles of association of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as the articles of association), our lawyers witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures, voting results and other related matters of the meeting.
In order to issue this legal opinion, our lawyers attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) announcement on the resolution of the fourth meeting of the Shenzhen Clou Electronics Co.Ltd(002121) eighth board of directors;
(III) announcement on the resolutions of the 10th (Interim) meeting of the Shenzhen Clou Electronics Co.Ltd(002121) eighth board of directors;
(IV) on December 31, 2021, the company made a statement on cninfo.com（ http://www.cn.info.com.cn. ）The notice of Shenzhen Clou Electronics Co.Ltd(002121) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders");
(V) registration records and voucher materials of on-site shareholders attending the meeting of the company;
(VI) voting information of shareholders at the meeting;
(VII) other documents of the meeting.
Our lawyers are guaranteed as follows: the company has provided the materials deemed necessary by our lawyers to issue 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, the lawyers of the firm only discuss whether the convening and convening procedures of the company's current meeting comply with the relevant laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Whether the voting results are legal and effective, and will not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Deheng and our lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company's meeting, 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 diligence spirit of the lawyer industry, our lawyers give the following legal opinions on the legal issues related to the convening and convening of the company's meeting:
1、 About the convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 10th (Interim) meeting of the 8th board of directors held on December 30, 2021, the board of directors of the company is responsible for convening this meeting.
2. The company was posted on cninfo.com on December 31, 2021（ http://www.cn.info.com.cn. ）The notice of the general meeting of shareholders was announced. The interval between the announcement date of the notice of the meeting and the date of the meeting has reached 15 days, and the interval between the equity registration date (January 10, 2022) and the date of the meeting is no more than 7 working days.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, and fully and completely discloses the specific contents of all proposals.
(II) convening of this meeting
1. The meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 14:30 p.m. on Monday, January 17, 2022 in the Shenzhen Clou Electronics Co.Ltd(002121) administrative conference room of Kelu building, Baoshen Road, North District, high tech Industrial Park, Nanshan District, Shenzhen. The actual time, place and method of this meeting are consistent with those notified in the notice of general meeting of shareholders.
The online voting time is January 17, 2022. Among them, the specific time of 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 January 17, 2022; The specific time of voting on the Internet voting platform is: 9:15-15:00 on January 17, 2022. 2. The meeting was presided over by Mr. Liu Biao, chairman of the board of directors. The meeting deliberated on the proposals listed in the notice of the general meeting of shareholders. The staff of the board of directors recorded 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 the meeting.
Our lawyers believe that the actual time, place and contents of the meeting are consistent with those in the notice of the general meeting of shareholders, 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, administrative regulations, normative documents and the relevant provisions of the articles of association.
(I) there are 25 shareholders and their authorized agents attending the on-site meeting and online voting, and the number of voting shares represented is 360441506, accounting for 25.5932% of the total voting shares of the company. Among them, according to the resident ID card, securities account card and other relevant documents of the shareholders attending the meeting, there were 2 shareholders attending the meeting, and the number of voting shares represented was 17750015 shares, accounting for 1.2603% 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.
(II) directors, supervisors, senior managers and other personnel participating in the on-site meeting
Qiu Yunliang, an independent director, did not attend the meeting due to business trip. Other directors, supervisors and Secretary of the board of directors attended the meeting. Other senior managers and lawyers of the firm attended the meeting as nonvoting delegates. These personnel are legally qualified to attend the meeting.
(III) the meeting was convened by the board of directors of the company, and its qualifications as the convener of the meeting are legal and valid. The lawyers of the firm believe that the qualifications of the personnel attending the meeting 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, administrative regulations, normative documents and the articles of association.
3、 Shareholders' qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by our lawyers, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting voted on the proposals of the meeting by means of on-site voting and online voting. Witnessed by our lawyers, the proposals considered at this meeting of the company are consistent with those listed in the notice of the general meeting of shareholders, and there is no modification of the notified proposals at this meeting.
(II) in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, administrative regulations, normative documents and the articles of association, two shareholder representatives, supervisor representatives, lawyers and staff of the exchange 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. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Our lawyers believe 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, administrative 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 the meeting, the voting results of the meeting are as follows:
1. The proposal on the company's compliance with the conditions for non-public development of corporate bonds was considered and adopted by ordinary resolution. The voting results: 360048406 shares were agreed, accounting for 99.8909% 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 391600 shares, accounting for 0.1086% of the effective voting shares of such shareholders; Abstain 1500 shares, accounting for 0.0004% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 18363115 shares are approved, accounting for 97.9042% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 391600 opposed shares, accounting for 2.0878% of the effective voting shares of minority shareholders and shareholder agents attending the meeting; Abstained 1500 shares, accounting for 0.0080% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
According to the voting results, the proposal was passed.
2. The proposal on non-public development of corporate bonds was deliberated and adopted item by item by ordinary resolution
2.01 name of bonds
Voting results: 360048406 shares were approved, accounting for 99.8909% 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 391600 shares, accounting for 0.1086% of the effective voting shares of such shareholders; Abstain 1500 shares, accounting for 0.0004% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 18363115 shares are approved, accounting for 97.9042% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 391600 opposed shares, accounting for 2.0878% of the effective voting shares of minority shareholders and shareholder agents attending the meeting; Abstained 1500 shares, accounting for 0.0080% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
2.02 face value and issuance scale of the bonds
Voting results: 360048406 shares were approved, accounting for 99.8909% 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 391600 shares, accounting for 0.1086% of the effective voting shares of such shareholders; Abstain 1500 shares, accounting for 0.0004% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 18363115 shares are approved, accounting for 97.9042% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 391600 opposed shares, accounting for 2.0878% of the effective voting shares of minority shareholders and shareholder agents attending the meeting; Abstained 1500 shares, accounting for 0.0080% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
2.03 type and term of bonds
Voting results: 360048406 shares were approved, accounting for 99.8909% 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 391600 shares, accounting for 0.1086% of the effective voting shares of such shareholders; Abstain 1500 shares, accounting for 0.0004% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 18363115 shares are approved, accounting for 97.9042% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 391600 opposed shares, accounting for 2.0878% of the effective voting shares of minority shareholders and shareholder agents attending the meeting; Abstained 1500 shares, accounting for 0.0080% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
2.04 bond interest rate and principal and interest repayment method
Voting results: 360048406 shares were approved, accounting for 99.8909% 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 391600 shares, accounting for 0.1086% of the effective voting shares of such shareholders; Abstain 1500 shares, accounting for 0.0004% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 18363115 shares are approved, accounting for the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting
