Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 010-50867666 Fax: 010-65527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Beijing Telesound Electronics Co.Ltd(003004)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0022 to: Beijing Telesound Electronics Co.Ltd(003004)
Beijing Kangda law firm (hereinafter referred to as "the firm") accepts the entrustment of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as "the company") and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the meeting").
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities 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 the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Beijing Telesound Electronics Co.Ltd(003004) articles of Association (hereinafter referred to as the "articles of association") and other provisions express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) 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 and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure 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 bear corresponding legal liabilities for this.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as "documents") issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company's meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
（1） Convening of this meeting
The meeting was approved by the 14th meeting of the 4th board of directors of the company.
According to the notice of Beijing Telesound Electronics Co.Ltd(003004) on convening the first extraordinary general meeting of shareholders in 2022 published on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
（2） Convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held at 2 p.m. on January 26, 2022 in the conference room of the company, building 11, yard 9, FengHao East Road, Haidian District, Beijing. It was presided over by Chairman Tan Zheng.
The online voting time of this meeting is January 26, 2022. 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 26, 2022, The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 26, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 15 shareholders and shareholders' agents attended the meeting, representing 58423306 shares with voting rights, accounting for 71.39% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the identity certificates and power of attorney of shareholders and their agents attending the meeting, a total of 14 shareholders and their agents attended the on-site meeting of the meeting, representing 58416106 voting shares of the company, accounting for 71.38% of the total voting shares of the company.
The owners of the above shares are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market at 3 p.m. on January 19, 2022.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 1 shareholder participated in the online voting of this meeting, and 7200 shares representing the voting shares of the company, accounting for 0.09% of the total voting shares of the company. The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, there were 6 small and medium-sized investor shareholders who attended the on-site meeting or participated in online voting, and 5619706 shares representing the voting shares of the company, accounting for 6.87% of the total voting shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include directors, supervisors, senior managers of the company and lawyers of the firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice of the meeting by means of written open ballot, and the shareholder representatives, supervisor representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. The proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds was deliberated and adopted
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for
2. The proposal on the company's public issuance of convertible corporate bonds was deliberated and adopted one by one
2.01 types of securities issued this time
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
2.02 issuance scale
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
2.03 par value and issue price
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
2.04 bond term
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
2.05 bond interest rate
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 5619706 shares agree, accounting for 100% of the total voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
2.06 term and method of repayment of principal and interest
The voting result of the proposal is: 58423306 shares agree, accounting for 100% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders' agents attending the meeting.
Among them,
