Jiangsu Transimage Technology Co.Ltd(002866) legal opinion
Jiangsu century Tongren law firm
About Jiangsu Transimage Technology Co.Ltd(002866)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangsu Transimage Technology Co.Ltd(002866)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association of the company, entrusted by the board of directors of your company, we appoint our lawyer to attend the first extraordinary general meeting of shareholders of your company in 2022, and discuss the convening Issue legal opinions on the convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the legitimacy and validity of the voting results.
In order to issue this legal opinion, the lawyer reviewed the relevant matters involved in this shareholders’ meeting, consulted the documents that the lawyer considered necessary for issuing legal opinions, and conducted necessary verification and verification on relevant issues.
The lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, the lawyer issues the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors
On January 13, 2022, your company held the 11th meeting of the third board of directors and decided to hold the first extraordinary general meeting of shareholders in 2022 on February 9, 2022. On January 14, 2022, your company published the resolution of the board of directors and the notice of Jiangsu Transimage Technology Co.Ltd(002866) on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com.
After investigation, your company published the notice of the meeting 15 days before the shareholders’ meeting.
2. The general meeting of shareholders of your company was held as scheduled at 13:30 p.m. on February 9, 2022 in the conference room on the second floor of Jiangsu Transimage Technology Co.Ltd(002866) 33 Lingbo Road, Gaoyou City, Jiangsu Province. The meeting was held by Chairman Zou Weimin
Jiangsu Transimage Technology Co.Ltd(002866) legal opinion
Mr. chairman, the time and place of the meeting are consistent with the disclosure of the notice of the general meeting of shareholders. This general meeting of shareholders adopts the combination of on-site voting and online voting. Your company adopts the trading system of Shenzhen Stock Exchange and Internet voting system (http: / / wltp. CN. Info. Com. CN.) An online voting platform is provided to all shareholders, and the time and method of online voting are consistent with the contents of the notice of the general meeting of shareholders.
After checking the meeting documents and information disclosure materials of your company on the convening of the general meeting of shareholders, our lawyer believes that your company has announced the time, place, content, participants, registration procedures and other relevant matters of the general meeting of shareholders within the legal period, and the time, place and topic of the meeting are consistent with the announcement of the meeting, The convening and convening procedures of this general meeting comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies, detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and the articles of association of the company.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
1. Qualification of attendees
According to the lawyer’s inspection, 11 shareholders (or shareholders’ agents) attended the on-site meeting of the general meeting of shareholders, holding 150067400 shares, accounting for 52.1692% of the total voting shares of the company. According to the online voting results provided by the trading system and Internet voting system of Shenzhen Stock Exchange, a total of 1 shareholder participated in the online voting of the general meeting of shareholders, holding 13400 shares of the company, accounting for 0.0047% of the total voting shares of the company. According to the consolidated statistics, 12 shareholders participated in the voting through on-site voting and online voting, holding a total of 150080800 shares of the company, accounting for 52.1739% of the total voting shares of the company.
The directors, supervisors and senior managers of your company attended the meeting as nonvoting delegates.
The lawyer believes that all shareholders (or agents) attending the general meeting of shareholders have legal and effective qualifications and can participate in the general meeting of shareholders and exercise their voting rights.
2. Convener qualification
The general meeting of shareholders is convened by the board of directors of your company, and the qualification of the convener meets the provisions of the law and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Jiangsu Transimage Technology Co.Ltd(002866) legal opinion
According to the investigation, the shareholders’ meeting of the company voted on the matters listed in the announcement by combining on-site voting and online voting, counted and monitored the votes in accordance with the provisions of the articles of association, announced the voting results on the spot, and considered and adopted the following proposals:
1. Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan;
2. Proposal on changing the registered capital and amending the articles of association.
The lawyer believes that the matters deliberated at this shareholders’ meeting are consistent with those listed in the announcement, and there is no case of deliberating and voting on other unannounced interim proposals at this shareholders’ meeting. The voting process, the exercise of voting rights and the procedures of counting and supervising votes of this general meeting of shareholders are in line with the provisions of the articles of association of the company. The voting procedures and results of this general meeting of shareholders of your company are legal and valid.
4、 Concluding observations
To sum up, the lawyer believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the laws and regulations, the rules for the general meeting of shareholders of listed companies and the articles of association of your company; The qualifications of attendees and conveners are legal and valid; The proposals and voting procedures of this meeting are legal and valid. The resolutions formed at this general meeting of shareholders are legal and effective.
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Jiangsu Transimage Technology Co.Ltd(002866) legal opinion
(there is no text on this page, which is the signature page of the legal opinion of Jiangsu century Tongren law firm on the first extraordinary general meeting of shareholders in Jiangsu Transimage Technology Co.Ltd(002866) 2022)
Handling lawyer of Jiangsu century Tongren law firm:
Person in charge: Wu Pucheng, Kan Ying
Yang Xueliang
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