Shanghai jintiancheng law firm
About Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: Shanghai Center Tower, 9, 11, 12, Shanghai Center Tower, 501 Shanghai Center Tower, Middle Road, Pudong New Area, Shanghai
Tel: (8621) 6105-9000 Fax: (8621) 6105-9100
Postal Code: 200120
Shanghai jintiancheng law firm
About Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") is entrusted by Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. (hereinafter referred to as " Inventronics (Hangzhou) Inc(300582) " or "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"), the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association of Inventronics (Hangzhou) Inc(300582) electronic (Hangzhou) Co., Ltd. (hereinafter referred to as the "articles of association"), Issue this legal opinion.
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, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Reviewed the relevant documents and materials that the exchange considered necessary for issuing 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, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this 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 January 10, 2022, the company published the notice of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com, announcing the time, place, agenda, attendees and registration methods of the general meeting of shareholders, The date of the first announcement is 15 days from the date of the shareholders' meeting. The shareholders' meeting was held on January 25, 2022 in the conference room on the 21st floor of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd., block a, No. 459, Jianghong Road, Binjiang District, Hangzhou.
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 and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of Association. 2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
According to the signatures of shareholders attending the meeting, power of attorney and other relevant documents, there were 9 shareholders and shareholders' agents attending the on-site meeting of the company's general meeting, holding 103229355 shares of the company, accounting for 34.8062% of the total shares of the company. The online voting results obtained through the trading system and Internet system of Shenzhen Stock Exchange show that there are 7 shareholders participating in the online voting of the company's general meeting of shareholders, holding 647850 shares of the company, accounting for 0.2184% of the total shares of the company. Accordingly, a total of 16 shareholders and shareholder agents attended the voting of the company's general meeting of shareholders, holding 103877205 shares of the company, accounting for 35.0246% of the total shares of the company. The above shareholders are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of January 20, 2022.
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. Other persons attending the meeting
According to the verification of 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. 3、 Contents of the deliberation of the general meeting of shareholders
1. Deliberating the proposal on signing the supplementary agreement to the capital increase agreement of Zhejiang auswell Electric Technology Co., Ltd;
2. Deliberated the proposal on changing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration.
Proposal 1 is an ordinary resolution, which shall be adopted by more than half of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders; Proposal 2 is a special resolution proposal, which shall be adopted by two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
Lawyer jintiancheng believes that the proposal considered by the company's general meeting of shareholders falls within the scope of the company's general meeting of shareholders and is consistent with the deliberation items listed in the notice of convening the general meeting of shareholders; There was no amendment to the notice of the shareholders' meeting, and there was no new proposal proposed by the shareholders. Comply with the provisions of the company law and other relevant laws and regulations and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders' meeting deliberated on the proposals listed in the meeting notice, voted on the announced proposals by open ballot, and the on-site voting was conducted according to the procedures specified in the articles of association and the rules of the shareholders' meeting, and the votes were counted and monitored; Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system during the online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. submitted the statistical data file of online voting to the company. The shareholders attending the meeting deliberated and adopted the following resolutions:
1. Deliberation on the proposal on signing the supplementary agreement to the capital increase agreement of Zhejiang auswell Electric Technology Co., Ltd
Voting results: 103854005 shares were approved, accounting for 99.9777% of the total number of valid voting shares; Against 23200 shares, accounting for 0.0223% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company's shares other than directors, supervisors and senior managers of the company): 1254670 shares in favor, 23200 shares against and 0 shares abstained.
2. Deliberating the proposal on changing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration
Voting results: 103854005 shares were approved, accounting for 99.9777% of the total number of valid voting shares; Against 23200 shares, accounting for 0.0223% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company's shares other than directors, supervisors and senior managers of the company): 1254670 shares in favor, 23200 shares against and 0 shares abstained.
The motion was passed by special resolution.
Lawyer jintiancheng believes that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company's first extraordinary general meeting in 2022 are in line with the company law, the rules of general meeting and other laws, regulations, rules and other normative documents and the relevant provisions of the articles of association, The resolutions adopted at this shareholders' meeting are legal and valid.
(no text below)
(there is no text on this page, which is the report of Shanghai jintiancheng law firm on Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
(signature page of legal opinion of the first extraordinary general meeting of shareholders in 2022)
Handling lawyer of Shanghai jintiancheng law firm:
Yao Yidan
Person in charge: Handling lawyer:
Gu Gongyun, Jin Weiying
January 25, 2022
Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chongqing, Chengdu, Taiyuan, Hong Kong, Qingdao, Xiamen, Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi'an, Guangzhou, Changchun, Wuhan, Urumqi, London, Seattle, Singapore
Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
