11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
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Website: http://www.shujin.cn.
Guangdong Xinda law firm
Legal opinion on Shenzhen Aoto Electronics Co.Ltd(002587) the first extraordinary general meeting of shareholders in 2022
Xinda Huizi (2022) No. 017 to: Shenzhen Aoto Electronics Co.Ltd(002587)
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 (hereinafter referred to as the "rules") and other laws and regulations, as well as the current effective articles of Association (hereinafter referred to as the "articles of association"), Guangdong Xinda law firm (hereinafter referred to as "Xinda") accepts the entrustment of your company, Appoint a lawyer (hereinafter referred to as "Xinda lawyer") to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "this general meeting of shareholders"), and on the basis of necessary verification, give witness opinions on the convening, convening procedures, qualifications of attendees and conveners, voting procedures and results of this general meeting of shareholders of your company.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 8, 2022, the board of directors of your company published the notice of Shenzhen Aoto Electronics Co.Ltd(002587) on convening the first extraordinary general meeting of shareholders in 2022 on cninfo website, announcing the time and place of this general meeting of shareholders, the method of holding the meeting, the matters to be considered at the meeting, the objects to attend the meeting, the registration measures and other relevant matters according to the legal time limit.
Xinda lawyer believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of laws, regulations and normative documents.
(II) convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company's notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, the main contents of your company's notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. The general meeting of shareholders was held at 14:30 p.m. on January 24, 2022 in the company's conference room on the 9th floor of the joint headquarters building of high tech Zone, No. 63 Xuefu Road, Nanshan District, Shenzhen. The actual time, place and voting method of the meeting were consistent with those notified in the meeting notice. The meeting was presided over by Mr. Wu Hanqu, chairman of the company.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to the XinDa lawyer's check and check on the shareholders' names of the shareholders attending the meeting and the relevant statutory securities registration institutions ending the closing of the Shenzhen stock exchange in January 17, 2022, the name of the shareholders, shareholder cards and ID number of the shareholders attending the shareholders' meeting are identical with the records of the shareholders' names. Legal and valid power of attorney and relevant identity certificates held by the shareholders' agents attending the meeting.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
Some directors, supervisors, Secretary of the board of directors, senior managers and Xinda lawyers of your company also attended or attended the shareholders' meeting as nonvoting delegates.
(III) qualification of convener of this general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders' agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
(I) proposals to be deliberated at this shareholders' meeting
According to the announcement of the board of directors, the shareholders' meeting considered:
1. Proposal on adjusting the number of members of the board of directors and amending the articles of Association
2. Proposal on Amending the rules of procedure of the board of directors
3. Proposal on Amending the regulations on the work of independent directors
4. Proposal on Revising the annual report system of independent directors
5. Proposal on Amending the president's working rules
6. Proposal on Amending the working system of the Secretary of the board of directors
7. Proposal on Amending the decision-making system of connected transactions
8. Proposal on Revising the internal audit system
9. Proposal on Amending the rules of procedure of the audit committee of the board of directors
10. Review the proposal on the election of non independent directors of the 5th board of directors of the company by the board of directors one by one
10.01 elect Wu Hanqu as a non independent director of the 5th board of directors of the company
10.02 elect Yang Sihua as a non independent director of the 5th board of directors of the company
10.03 elect Yang Wenchao as a non independent director of the 5th board of directors of the company
10.04 Wu Wei was elected as a non independent director of the 5th board of directors of the company
11. Review the proposal on the election of independent directors of the 5th board of directors of the company by the board of directors 11.01 elect Li Huaxiong as the independent director of the 5th board of directors of the company
11.02 elect Li Yi as the independent director of the 5th board of directors of the company
11.03 elect Jin Baishun as the independent director of the 5th board of directors of the company
12. Review item by item the proposal on the election of non employee representative supervisors of the 5th board of supervisors of the company
12.01 elect Huang Yongzhong as the non employee representative supervisor of the company
12.02 elect Ji Shaobo as the non employee representative supervisor of the company
(II) voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the shareholders' meeting voted on the proposal included in the notice and announced the on-site voting results on the spot.
Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Online voting
According to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of this shareholders' meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(III) voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders' meeting was adopted after combining the results of on-site and online voting. Specifically:
1. Proposal on adjusting the number of members of the board of directors and amending the articles of Association
Voting results: 238247487 shares were approved, accounting for 99.9994% of the shares held by all shareholders attending the meeting; 1515 opposed shares, accounting for 0.0006% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
2. Proposal on Amending the rules of procedure of the board of directors
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting;
Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
3. Proposal on Amending the regulations on the work of independent directors
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
4. Proposal on Revising the annual report system of independent directors
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
5. Proposal on Amending the president's working rules
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
6. Proposal on Amending the working system of the Secretary of the board of directors
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
7. Proposal on Amending the decision-making system of connected transactions
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
8. Proposal on Revising the internal audit system
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
9. Proposal on Amending the rules of procedure of the audit committee of the board of directors
Voting results: 261826373 shares were approved, accounting for 99.9728% of the shares held by all shareholders attending the meeting; Against 71200 shares, accounting for 0.0272% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
10. Review the proposal on the election of non independent directors of the 5th board of directors of the company by the board of directors one by one
10.01 elect Wu Hanqu as a non independent director of the 5th board of directors of the company
Voting results: 261790174 electoral votes were obtained, accounting for 99.9590% of the total voting shares held by shareholders attending the general meeting.
10.02 elect Yang Sihua as a non independent director of the 5th board of directors of the company
Voting results: 261790174 electoral votes were obtained, accounting for 99.9590% of the total voting shares held by shareholders attending the general meeting.
10.03 elect Yang Wenchao as a non independent director of the 5th board of directors of the company
Voting results: 261790175 election votes were obtained, accounting for 99.9590% of the total voting shares held by shareholders attending the general meeting of shareholders.
10.04 Wu Wei was elected as a non independent director of the 5th board of directors of the company
Voting results: 261790174 electoral votes were obtained, accounting for 99.9590% of the total voting shares held by shareholders attending the general meeting.
11. Review the proposal on the election of independent directors of the 5th board of directors of the company by the board of directors 11.01 elect Li Huaxiong as the independent director of the 5th board of directors of the company
Voting results: 261790174 electoral votes were obtained, accounting for the total number of votes held by shareholders attending the general meeting of shareholders
