Legal opinion of Shanghai jintiancheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Dawei Innovation Technology Co.Ltd(002213) 2022
Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as "the company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") was held on Wednesday, January 19, 2022. Entrusted by the company, Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as "jintiancheng") appointed lawyer Chen te and Lawyer Wang Mengyao (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"), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission According to the provisions of the Shenzhen Dawei Innovation Technology Co.Ltd(002213) articles of Association (hereinafter referred to as the "articles of association"), lawyer jintiancheng witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site attendees, 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. When the company guarantees that it 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, On the basis of its consistency and consistency 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.
According to the requirements of current laws, regulations and normative documents in China, lawyer jintiancheng has verified and verified the relevant documents and facts provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, and now issues the following legal opinions:
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 the general meeting of shareholders are as follows:
(1) On December 30, 2021, the company held the 21st Meeting of the 5th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene the general meeting of shareholders.
(2) On December 31, 2021, 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, meeting contacts and contact information of the shareholders' 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 Wednesday, January 19, 2022 at 15:00 p.m. in the conference room of a1406 company, building 12, Shenzhen Bay science and technology ecological park, No. 18, community science and technology south road, high tech Zone, Yuehai street, Nanshan District, Shenzhen, Guangdong Province, Chaired by Chairman Lian Zongmin.
(2) The online voting time of this general meeting of shareholders is January 19, 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 January 19, 2022. The time of online voting through the Internet voting system of Shenzhen stock exchange is 9:15 to 15:00 on January 19, 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 the 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 China.
2 about the qualifications of the persons attending the general meeting of shareholders 2.1 shareholders attending the general meeting of shareholders
A total of 46 shareholders (or shareholder agents, the same below) attended the on-site meeting and participated in online voting (including online voting through the trading system of Shenzhen Stock Exchange and online voting through the Internet voting system, the same below), representing 655613 voting shares of the company, accounting for 31.8280% of the total shares of the company. Of which:
(1) A total of 6 shareholders attended the on-site meeting, of which 2 shareholders have participated in the voting of the trading system. Therefore, a total of 4 shareholders voted on the spot, representing 1300 voting shares of the company, accounting for 0.0006% of the total shares of the company.
(2) According to the relevant data on online voting conducted by the trading system and Internet voting system of Shenzhen stock exchange provided by the company, 42 shareholders participated in online voting at the shareholders' meeting, representing 65564313 voting shares of the company, accounting for 31.8273% of the total shares of the company. It is verified that 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 January 13, 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
Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders' meeting, and all 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 relevant laws, regulations, normative documents and the articles of association of China. 3. Proposal of the shareholders' meeting 3.1 according to the notice on convening the first extraordinary shareholders' meeting in 2022 announced by the company, the proposals considered at the shareholders' meeting are:
(1) Proposal on newly hired accounting firms; (2) Proposal on the extension of the validity period of relevant resolutions and relevant authorizations of the company's non-public development of shares in 2020.
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 first extraordinary shareholders' meeting in 2022.
4. Voting procedures and results of the general meeting of shareholders
The on-site meeting of the shareholders' meeting 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:
4.1 the proposal on newly hired accounting firms was deliberated and adopted by ordinary resolution.
Voting results: 65562413 shares were approved, accounting for 99.9951% 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; 3200 shares were abstained, accounting for 0.0049% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of the small and medium-sized investors attending the meeting was: 25200498 shares were agreed, accounting for 99.9873% of the total number of valid voting shares held by the small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting; 3200 shares were abstained, accounting for 0.0127% 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.
4.2 the proposal on the extension of the validity period of relevant resolutions and relevant authorizations of the company's non-public offering of shares in 2020 was considered and adopted by special resolution.
Voting results: 25203698 shares were approved, 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.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 25203698 shares are agreed, accounting for 100.0000% of the total number of effective voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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: related shareholders Shenzhen chuangtong Investment Development Co., Ltd. and chuangtong Kerry Industrial Co., Ltd. avoided voting on this proposal.
The chairman of the shareholders' meeting, the shareholders attending the shareholders' meeting and their agents did not raise any objection to the voting results; The proposal of the general meeting of shareholders was passed with effective voting rights; The resolution of the shareholders' meeting is consistent with the voting results.
Lawyer jintiancheng believes that the voting results of the general meeting of shareholders comply with the company law, rules of procedure of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the voting results are legal and valid.
5 Conclusion 5.1 to sum up, jintiancheng believes that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the participants and conveners, and the voting procedures of the matters considered at the meeting are in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, The voting results of this general meeting of shareholders are legal and valid.
Lawyer jintiancheng agrees that this legal opinion shall be published together with other information disclosure materials as a legal document for the resolution of the company's general meeting of shareholders.
This legal opinion has one original and one copy, which have the same legal effect. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Dawei Innovation Technology Co.Ltd(002213) 2022)
Principal: witness lawyer:
Takada CHENTE
Witness lawyer:
Wang Mengyao
January 19, 2002
