Beijing Hairun Tianrui law firm
About Sunway Co.Ltd(603333)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Hairun Tianrui law firm (hereinafter referred to as "the firm") accepts the entrustment of Sunway Co.Ltd(603333) (hereinafter referred to as "the company") to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), witness the general meeting of shareholders and express legal opinions.
In order to issue this legal opinion, our lawyer reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, the original written materials, copy materials, electronic documents or oral testimony necessary for the issuance of this legal opinion provided by the firm are true, complete and effective, there are no false statements, major omissions or concealments, and all copy materials and copies are consistent with the original.
In accordance with the securities law of the people's Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to 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.
The lawyer of the firm agrees to announce this legal opinion as a necessary legal document for the general meeting of shareholders. This legal opinion is only for the purpose of this general meeting of shareholders. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
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") and other laws and regulations, normative documents and the relevant provisions of the Sunway Co.Ltd(603333) articles of Association (hereinafter referred to as the "articles of association"), and in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, the legal opinions on the convening, convening procedures, qualification of attendees, qualification of conveners, voting methods, voting procedures and voting results of the company's general meeting of shareholders are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) on January 17, 2022, the company held the 13th meeting of the 5th board of directors, deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene this general meeting of shareholders. (II) on January 25, 2022, the board of directors of the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com. The notice specifies the basic information of the shareholders' meeting, the matters to be considered at the meeting, the matters needing attention in voting at the shareholders' meeting, the participants of the meeting, the registration method of the meeting, other matters, etc.
(III) on February 7, 2022, the board of directors of the company issued the suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com.
(IV) the on-site meeting of the general meeting of shareholders was held on February 9, 2022 in the conference room of the company at No. 18 Yingbin Avenue, high tech Zone, Leshan City, Sichuan Province. The meeting was presided over by Mr. Li Guangsheng, chairman of the company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
According to the certificate of identity of the legal representative of the Shanghai Stock Exchange or other documents of the legal representative of the legal representative of the company attending the on-site meeting of the Shanghai Stock Exchange on February 28, 2021, according to the registration of shareholders of the Shanghai Stock Exchange The qualification of the shareholders attending the on-site meeting was verified by the ID card of the agent, proxy voting power of attorney, etc., and the ID card of the natural person shareholder, the ID card of the shareholder agent, proxy voting power of attorney, etc.
2. A total of 12 shareholders and their proxies participated in the on-site meeting and online voting, representing 313169981 shares, accounting for 50.3871% of the total shares of the company. Among them, 10 shareholders and shareholders' agents attended the on-site meeting, representing 313166781 shares, accounting for 50.3866% of the total shares of the company. According to the data provided by SSE Information Network Co., Ltd., there are 2 Shareholders and shareholder agents participating in online voting within the effective time, representing 3200 shares, accounting for 0.0005% of the total shares of the company. The identity of more than shareholders who vote through the online voting system shall be verified by SSE Information Network Co., Ltd.
3. Some directors, supervisors, senior managers and lawyers of the company attended and attended the meeting as nonvoting delegates. Upon examination by the lawyers of the firm, the qualifications of the above-mentioned persons attending the general meeting of shareholders meet the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
(II) the convener of this general meeting of shareholders is the board of directors of the company. The qualification of the convener meets the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association. The qualification of the convener is legal and valid.
3、 Matters to be considered at this general meeting
(I) matters to be considered at this shareholders' meeting
The proposals considered at this shareholders' meeting are as follows:
1. Proposal on signing the investment agreement of new energy southwest manufacturing base project;
2. Proposal on signing the joint venture agreement on the establishment of Sichuan Haichuang Shangwei New Energy Technology Co., Ltd.
(II) the lawyer of the firm believes that the proposal of the general meeting of shareholders is proposed by the board of directors of the convener company and announced 15 days before the general meeting of shareholders; The content of the proposal belongs to the scope of authority of the general meeting of shareholders, with clear topics and specific resolutions; There is no amendment proposal or new proposal submitted for voting at this shareholders' meeting; The proposals and notices of this general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association.
4、 Voting methods, procedures and results of this general meeting of shareholders
(I) the shareholders' meeting voted on the proposals listed in the notice of the shareholders' meeting by combining on-site voting and online voting.
(II) the matters actually considered at this shareholders' meeting are completely consistent with the proposals to be considered in the announcement and have not been modified; There is no situation where temporary proposals are put forward at the meeting or other unannounced temporary proposals are voted on.
(III) the shareholders attending the on-site meeting of the general meeting of shareholders voted on the proposals of the general meeting of shareholders item by item by open vote, and the votes were counted and monitored by the representatives of shareholders, supervisors and lawyers of the exchange.
(IV) the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted for the online voting of the general meeting of shareholders. The specific time of online voting through the trading system is the trading time period on the day of the shareholders' meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After the online voting, SSE Information Network Co., Ltd. provided the total number of votes and voting results of this online voting to the board of directors of the company.
(V) after combining the voting results of on-site voting and online voting, the shareholders' meeting deliberated and adopted the above proposals.
Our lawyers believe that the voting methods, procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
5、 Concluding legal opinion
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and effective, and the voting methods, voting procedures and voting results of the general meeting of shareholders are legal Effective.
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Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Wang Xiaodong: Xue Huimin: February 9, 2022
