Guohao law firm (Hangzhou)
About
Roshow Technoiogy Co.Ltd(002617)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi'an, Nanjing, Nanning, Hong Kong, Paris, Beijing, Shanghai, Shanghai, Shanghai, Hangzhou
Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang, 310008, China
Tel: 0571-81676827 Fax: 0571-85775643
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Hangzhou)
About
Roshow Technoiogy Co.Ltd(002617)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Roshow Technoiogy Co.Ltd(002617)
Guohao law firm (Hangzhou) (hereinafter referred to as "the firm") is entrusted by Roshow Technoiogy Co.Ltd(002617) (hereinafter referred to as "the company") to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and in accordance with 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") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The implementation rules of the voting rules of Shenzhen Stock Exchange (hereinafter referred to as the "voting rules of Shenzhen Stock Exchange") and the implementation rules of the voting rules of listed companies (hereinafter referred to as the "rules of Shenzhen Stock Exchange") According to the normative documents and the provisions of the articles of association of Roshow Technoiogy Co.Ltd(002617) (hereinafter referred to as the "articles of association") and the rules of procedure of Roshow Technoiogy Co.Ltd(002617) general meeting of shareholders (hereinafter referred to as the "rules of procedure of general meeting of shareholders"), on the convening and convening procedures, the qualification of attendees, the qualification of conveners, the voting procedures of the meeting Issue legal opinions on voting results and other matters.
In order to issue this legal opinion, our lawyers attended the general meeting of shareholders of the company, reviewed the original and copies of relevant documents of the general meeting of shareholders provided by the company, including but not limited to various agenda and relevant resolutions of the general meeting of shareholders of the company, and listened to the statements and explanations of the company on relevant facts. The company has promised the exchange that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The lawyers of our firm only express legal opinions based on the facts existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. In this legal opinion, our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting and the legitimacy and validity of the voting results, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
This legal opinion is only for the purpose of witnessing this shareholders' meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company's general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
（1） The board of directors of the company was posted on cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）The notice of Roshow Technoiogy Co.Ltd(002617) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") is published on the website. The method for convening the meeting, the person authorized to attend the meeting, the matters to be considered and the voting right of the meeting, the method for convening the meeting, the method for convening the meeting, the proxy to attend the meeting and the voting right of the meeting are specified in the method for convening the meeting, the method for convening the meeting, the proxy to attend the meeting, and the voting right of the meeting. Since the shareholders' meeting adopts the combination of on-site voting and online voting, the company also makes clear the voting time, voting procedures and other relevant matters of online voting in the notice of meeting.
(II) the on-site meeting of the general meeting of shareholders of the company was held in the meeting room of the company at 14:30 p.m. on February 9, 2022. Ms. Wu Shaoying, the director, presided over the general meeting of shareholders.
(III) the online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange.
(IV) the actual time and place of the shareholders' meeting of the company and the contents of the proposals considered are consistent with those contained in the notice of the meeting.
After verification, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) according to the notice of the shareholders' meeting, the persons entitled to attend the shareholders' meeting are all shareholders holding the company's shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors Senior management and witness lawyers employed by the company.
(II) according to the identity certificates of shareholders and shareholders' agents attending the meeting, the certificate of authorization, the relevant materials of shareholders' registration, and the online voting results provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, A total of 39 shareholders and shareholder representatives attended the on-site meeting and online voting of the general meeting of shareholders (40 representing shareholders), representing 135812510 shares with voting rights, accounting for 8.4688% of the total 1603671326 shares of the company, including 3 shareholders, shareholder representatives and entrusted agents attending the on-site meeting (4 representing shareholders), 129469910 shares representing voting shares, accounting for 8.0733% of the total 1603671326 shares of the company; A total of 36 shareholders participated in online voting, representing 6342600 shares, accounting for 0.3955% of the total 1603671326 shares of the company.
(III) the persons attending the shareholders' meeting as nonvoting delegates are the directors, supervisors, senior managers of the company and lawyers of the exchange.
(IV) the convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the attendants and conveners of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders. These attendants and conveners are qualified to attend and convene this general meeting of shareholders. The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
(I) the general meeting of shareholders deliberated on the proposals listed in the notice of meeting, and voted on the proposals by combining on-site voting and online voting. After the on-site voting was completed, the shareholders' representative, the company's supervisor and the lawyer of the exchange counted and monitored the votes in accordance with the procedures specified in the articles of association and the rules of procedure of the shareholders' meeting, and counted the voting results. Online voting is conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. Shenzhen Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting, counted the votes of small and medium-sized investors separately, formed the final voting results of this general meeting of shareholders, and announced the voting results on the spot. (II) voting results of the general meeting of shareholders
1. Deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries;
Voting results: 133736910 shares were approved, accounting for 98.4717% of the total number of valid voting shares held by shareholders attending the meeting; Against 275500 shares, accounting for 0.2029% of the total number of valid voting shares held by shareholders attending the meeting; 1800100 shares were abstained, accounting for 1.3254% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 4455700 shares were agreed, accounting for 68.2207% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 275500 shares, accounting for 4.2182% of the total number of valid voting shares held by minority shareholders attending the meeting; 1800100 shares were abstained, accounting for 27.5611% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. The proposal on the election of independent directors of the 5th board of directors of the company was reviewed and passed
2.01 proposal on electing Mr. Zhang Xinhua as an independent director of the 5th board of directors of the company
Voting results: 133371132 shares were approved, accounting for 98.2024% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 4089922 shares were agreed, accounting for 62.6203% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The cumulative voting system was adopted at the meeting, and the proposal was adopted by item voting. Mr. Zhang Xinhua was elected as a non independent director of the Fifth Board of directors of the company.
3. The proposal of the 5th board of supervisors on the election of supervisors of the company was deliberated and adopted;
3.01 proposal on electing Mr. Zhang Dongxu as the supervisor of the 5th board of supervisors of the company
Voting results: 133371134 shares were approved, accounting for 98.2024% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 4089924 shares were agreed, accounting for 62.6203% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
At the meeting, the cumulative voting system was adopted by item voting, and Mr. Zhang Dongxu was elected as the supervisor of the Fifth Board of supervisors of the company.
4、 Concluding observations
In conclusion, the lawyer believes that:
Roshow Technoiogy Co.Ltd(002617) the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders. The qualifications of attendees, conveners, voting procedures and voting results of this general meeting of shareholders are legal and effective.
——The text of this legal opinion ends——
