13th floor, Industrial Bank Co.Ltd(601166) building, 101 Tianhe Road, Tianhe District, Guangzhou Tel: 8620-3879 0290 Fax: 8620-3821 9766
Guoxin Xinyang law firm on Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Entrusted by Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as "the company"), Guoxin Xinyang law firm (hereinafter referred to as "the firm") appointed lawyer Jia Cuixia and Lawyer Zhang Liyan (hereinafter referred to as "the firm") to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company. The lawyer of the firm issues this legal opinion in accordance with 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 of CSRC and other laws and regulations, normative documents and 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 provisions of the company law, 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, Following the principles of diligence, good faith and full verification, we ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company's general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the professional standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
1. After verification, the general meeting of shareholders was convened by the board of directors of the company. In order to hold this general meeting of shareholders, the company held the eighth meeting of the third board of directors on December 31, 2021, deliberated and adopted the proposal to hold the first extraordinary general meeting of shareholders in 2022 on January 20, 2022, And submit the proposal on adjusting some investment projects with raised funds, closing some investment projects with raised funds and permanently replenishing working capital with surplus raised funds to the general meeting of shareholders for deliberation.
2. On January 5, 2022, the board of directors of the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of convening the shareholders' meeting was published on the. According to the above announcement, the shareholders' meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the time, place, method, online voting time, online voting procedures, participants, deliberation matters, voting notes of the shareholders' meeting, etc.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders of the company was held as scheduled at 14:00 p.m. on January 20, 2022 in the conference room Guangdong Dcenti Auto-Parts Stock Limited Company(603335) at No. 1 international road, West Lake foreign investment demonstration zone, Taishan City, Guangdong Province. The meeting was presided over by Chairman Zhao Ruizhen. In the online voting of the general meeting of shareholders, the voting implemented through the trading system of Shanghai Stock Exchange will be conducted between 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 20, 2022; Voting through the Internet voting platform of Shanghai Stock Exchange will be conducted from 9:15 to 15:00 on January 20, 2022. The shareholders' meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and contents of the shareholders' meeting are consistent with those of the announcement. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting of the general meeting of shareholders
A total of 4 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 145699482 shares with effective voting rights, accounting for 34.030438% of the total voting shares of the company. Our lawyers have verified the identity certificates, shareholding certificates and power of attorney of the above shareholders or shareholder agents.
2. Shareholders participating in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., the number of shareholders participating in online voting at this general meeting of shareholders is 1, representing 200 shares with effective voting rights, accounting for 0.000047% of the total voting shares of the company. The qualification of shareholders participating in voting through the network system has been certified by the trading system of Shanghai Stock Exchange.
3. Non voting personnel
The company's directors, supervisors, senior managers and witness lawyers employed by the company attended the shareholders' meeting as nonvoting delegates.
After verification, there are 4 minority shareholders and authorized agents of shareholders with a shareholding ratio of less than 5% attending the on-site meeting of the general meeting of shareholders and online voting, representing 20076182 shares with voting rights.
(II) the shareholders' meeting is convened by the third board of directors of the company
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The general meeting of shareholders was convened by the board of directors, which complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Proposal of this shareholders' meeting
The proposal deliberated at this shareholders' meeting is: proposal on adjusting some investment projects with raised funds, closing some investment projects with raised funds, and permanently supplementing the surplus raised funds with working capital. The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 5, 2022 The specific contents of the above proposal were announced on the.
Upon inspection, the matters considered at this shareholders' meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The on-site meeting of the shareholders' meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. For online voting, SSE Information Network Co., Ltd. provides the voting weight and statistics of online voting. Accordingly, after the on-site voting and online voting at this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
(II) voting results of the general meeting of shareholders
According to the voting results and the verification of our lawyers, the deliberation of the proposals at the general meeting of shareholders is as follows:
1. The proposal on adjusting the closing of some investment projects with raised funds and some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital was deliberated and adopted
Voting: 145699682 shares were approved, 0 against and 0 abstained. The number of shares approved accounted for 100% of the total voting shares held by shareholders and their entrusted agents attending the meeting.
Voting of small and medium-sized investors: 20076182 shares agreed, 0 against and 0 abstained. The number of shares agreed accounts for 100% of the voting shares of small and medium-sized investors attending the meeting.
Voting result: adopted
Our lawyers believe that the voting methods and procedures of this general meeting of shareholders comply with the provisions of laws and regulations, normative documents and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the personnel attending the meeting, the qualifications of the convener and the voting procedures comply with the provisions of laws and regulations, normative documents and the articles of association, and the voting results of the meeting are legal and valid.
