Taihetai (Wuhan) law firm
Legal opinion on Road Environment Technology Co.Ltd(688156) the first extraordinary general meeting of shareholders in 2022
February 9, 2002
Taihetai (Wuhan) law firm
About Road Environment Technology Co.Ltd(688156) the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Road Environment Technology Co.Ltd(688156)
As the perennial legal counsel of Road Environment Technology Co.Ltd(688156) (hereinafter referred to as " Road Environment Technology Co.Ltd(688156) " and "the company"), taihetai (Wuhan) law firm (hereinafter referred to as "taihetai", "the firm" or "we") is entrusted by the company to appoint lawyers Qiu Yafei and Wang Guoyu to attend the first extraordinary general meeting of shareholders of the company 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 (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission, the current articles of association of the company and other relevant laws and regulations Witness the qualification of the personnel attending and attending the shareholders' meeting as nonvoting delegates, the voting procedures of the meeting and other relevant matters, and issue this legal opinion.
The company has assured us that it has provided us with the materials necessary for issuing this legal opinion. The original materials, copies, copies and oral language provided meet the requirements of authenticity, accuracy, integrity and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
Before issuing this legal opinion, our lawyer makes the following statement:
1. We only express legal opinions based on the facts that have occurred or exist before the issuance date of the legal opinion and our understanding of China's current laws, regulations and normative documents.
2. The exchange has reviewed and judged the documents, materials and testimony related to the general meeting of shareholders provided by the company, and issued a legal opinion accordingly, but does not express any opinion on the authenticity and accuracy of the facts and data related to the proposals and other proposals considered at the general meeting of shareholders.
3. The exchange agrees to take this legal opinion as the legal document of the announcement of the general meeting of shareholders and announce it together with other announcement documents of the company.
In view of this, in accordance with the above laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The shareholders' meeting was convened by the third board of directors of the company through the resolution of the 20th meeting of the third board of directors of the company, which is legal and effective in accordance with the provisions of the company law and the articles of association.
(II) Notice of the general meeting of shareholders
On January 19, 2022, the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN) The notice of Road Environment Technology Co.Ltd(688156) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") was published in China Securities News, Shanghai Securities News, securities times and Securities Daily.
The notice of the meeting has notified all shareholders in the form of announcement on the convener of the shareholders' meeting, the method of holding the meeting, the time of the meeting, the objects to be attended, the place of the meeting, the matters to be considered at the meeting, the registration methods of the meeting, the contact person and contact information of the meeting, and the right to entrust an agent to attend and vote at the meeting. The general meeting of shareholders of the company has been notified to all shareholders in the form of announcement 15 days before the meeting, which complies with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents.
(III) proposal of this shareholders' meeting
The proposals submitted by the board of directors to the general meeting of shareholders for deliberation include:
1. Proposal on foreign investment and establishment of wholly-owned subsidiaries
2. Proposal on reviewing the revision of the company's measures for the administration of raised funds;
3. Proposal on reviewing the revision of the company's information disclosure management system;
4. Proposal on reviewing the revision of the working system of independent directors of the company;
5. Proposal on reviewing the company's amendment to the detailed rules for the implementation of online voting at general meetings of shareholders.
After verification, the specific contents of the matters considered at this shareholders' meeting are consistent with the proposal disclosed in the announcement of the resolution of the 20th meeting of the Road Environment Technology Co.Ltd(688156) third board of directors issued by the board of directors on the designated disclosure platform of the system of Shanghai Stock Exchange on January 19, 2022, and comply with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents.
(IV) convening of this general meeting of shareholders
According to the witness of our lawyers, the general meeting of shareholders was held as scheduled at 14:30 p.m. on February 9, 2022 in the conference room of 3F company, building 4, Zone E, phase VI, optical valley software park, No. 4, Software Park Middle Road, Wuhan East Lake High Technology Group Co.Ltd(600133) District, Wuhan, presided over by Chairman Ji Guangming.
The actual time, place and mode of the shareholders' meeting are consistent with the time, place and mode notified in the meeting notice, and comply with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents.
2、 Qualifications of personnel attending the general meeting of shareholders
After the lawyer of the exchange checked the identity certificates, shareholder account cards and power of attorney of the shareholders (or shareholders' agents) attending the extraordinary general meeting, the company's shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as well as the voting platform of the trading system of Shanghai Stock Exchange as of the afternoon closing of the equity registration day on January 28, 2022 According to the verification of the Internet voting platform, the shareholders (or shareholders' proxies) attending or participating in the general meeting of shareholders are as follows:
(I) shareholders (or proxies of shareholders) attending the meeting
According to the register of shareholders attending the general meeting of shareholders, there are 5 shareholders and authorized representatives of shareholders attending the general meeting of shareholders, all of whom are shareholders and authorized representatives of shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on the afternoon of January 28, 2022, holding 21251940 shares with effective voting rights of the company, Accounting for 23.1401% of the total effective voting shares of the company on the equity registration date of the shareholders' meeting.
Among them, 5 shareholders and their authorized representatives attended the on-site meeting of the general meeting of shareholders, holding 21251940 valid voting shares of the company, accounting for 23.1401% of the total valid voting shares of the company on the equity registration date of the general meeting of shareholders; A total of 0 shareholders participated in the online voting of the general meeting of shareholders.
A total of 4 small and medium-sized investors participated in the general meeting of shareholders through on-site and online, holding 1973740 shares with effective voting rights of the company, accounting for 21.491% of the total number of shares with effective voting rights of the company on the equity registration date of the general meeting of shareholders.
Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
Upon examination, the shareholders and their authorized representatives attending the shareholders' meeting on site have corresponding qualifications. The shareholders hold relevant shareholding certificates and the authorized representatives hold power of attorney, which meets the requirements of relevant laws, regulations and normative documents such as the company law and the relevant provisions of the company's charter. There was no duplication of on-site voting and online voting in this meeting.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
In addition to the shareholders and their authorized representatives attending the general meeting of shareholders, other persons attending or attending the general meeting of shareholders as nonvoting delegates are some directors, supervisors and senior managers of the company, the staff of the office of the board of directors of the company and the witness lawyers of the exchange. Such personnel are legally qualified to attend or attend the general meeting of shareholders.
3、 Voting methods, procedures and results of this general meeting of shareholders
(I) after the review of the lawyers of the firm, the matters actually considered at the general meeting of shareholders are consistent with the proposals announced by the company, and there is no amendment or cancellation of the proposals during the review process, which is in line with the relevant provisions of the company law, the articles of Association and so on.
(II) the shareholders (or their proxies) present at the meeting voted on the proposals listed in the agenda of the shareholders' meeting one by one. The on-site meeting of the general meeting of shareholders recommended the representatives of supervisors and the lawyers of the firm to participate in the on-site vote inspection, vote monitoring and vote counting of the meeting.
(III) after review by lawyers of the exchange, the general meeting of shareholders provided shareholders with a voting platform in the form of network through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform of Shanghai Stock Exchange.
(IV) witnessed by our lawyers, after the online voting of this general meeting of shareholders, according to the online voting data of this meeting provided by SSE Information Network Co., Ltd., the company consolidated and counted the voting results of on-site voting and online voting, and the final voting results are as follows:
1. The proposal on foreign investment and establishment of wholly-owned subsidiaries was deliberated and adopted.
Voting results: 21251940 shares were approved, 0 against and 0 abstained. The number of approved shares accounted for 100% of the total number of valid voting shares held by shareholders (including online voting) attending the general meeting of shareholders, more than half of the valid voting rights held by shareholders attending the general meeting of shareholders.
2. The proposal on the revision of the company's measures for the administration of raised funds was deliberated and adopted.
Voting results: 21251940 shares were approved, 0 against and 0 abstained. The number of approved shares accounted for 100% of the total number of valid voting shares held by shareholders (including online voting) attending the general meeting of shareholders, more than half of the valid voting rights held by shareholders attending the general meeting of shareholders.
3. The proposal on the revision of the company's information disclosure management system was deliberated and adopted.
Voting results: 21251940 shares were approved, 0 against and 0 abstained. The number of approved shares accounted for 100% of the total number of valid voting shares held by shareholders (including online voting) attending the general meeting of shareholders, more than half of the valid voting rights held by shareholders attending the general meeting of shareholders.
4. The proposal on Revising the working system of independent directors of the company was deliberated and adopted.
Voting results: 21251940 shares were approved, 0 against and 0 abstained. The number of approved shares accounted for 100% of the total number of valid voting shares held by shareholders (including online voting) attending the general meeting of shareholders, more than half of the valid voting rights held by shareholders attending the general meeting of shareholders.
5. The proposal on the revision of the implementation rules for online voting at general meetings of shareholders was deliberated and adopted. Voting results: 21251940 shares were approved, 0 against and 0 abstained. The number of approved shares accounted for 100% of the total number of valid voting shares held by shareholders (including online voting) attending the general meeting of shareholders, more than half of the valid voting rights held by shareholders attending the general meeting of shareholders.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the current articles of association of the company and other relevant laws and regulations, and the voting results are legal and valid.
4、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of personnel attending and attending the meeting, and the voting procedures of the meeting all comply with the provisions of laws, regulations, normative documents and Road Environment Technology Co.Ltd(688156) articles of association, and the voting results are legal and valid.
This legal opinion is made in triplicate without a copy. It will come into force after being signed by our lawyer and sealed by our office. (there is no text below, which is the signature and seal page of the legal opinion of Taihe Thai (Wuhan) law firm on the first extraordinary general meeting of shareholders in Road Environment Technology Co.Ltd(688156) 2022)
