Jiangsu Yiyou Tianyuan law firm
About Nanjing Red Sun Co.Ltd(000525)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 7th floor, Zhongxin building, No. 15, Yueliangwan Road, Suzhou Industrial Park zip code: 215123
Tel: 0512-68240861 Fax: 0512-68253379
February, 2002
About Nanjing Red Sun Co.Ltd(000525)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Yi You Zheng Hong Tai Yang Zi (2022) No. 1 to: Nanjing Red Sun Co.Ltd(000525)
Entrusted by Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”), Jiangsu Yiyou Tianyuan law firm (hereinafter referred to as “the firm”) appointed lawyers Bu Hao and Ma Yaqing (hereinafter referred to as “the firm’s lawyer”) to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), to witness and express legal opinions on the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders and obtained the following guarantee from the company: the original written materials, duplicate materials, electronic documents or oral statements necessary for issuing this legal opinion provided by the company are true, complete and effective, and there are no false statements, major omissions or concealments, All copy materials and copies are consistent with the original.
This legal opinion is only for the purpose of this general meeting of shareholders. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose. The lawyer of the firm agrees to announce this legal opinion as a necessary legal document for the general meeting of shareholders, and is willing to bear corresponding legal liabilities.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have issued the following legal opinions on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, voting methods, voting procedures and voting results of the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
1. On January 20, 2022, the 38th meeting of the eighth board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene this general meeting of shareholders. 2. On January 21, 2022, the company announced on the website of Shenzhen Stock Exchange and published the notice of Nanjing Red Sun Co.Ltd(000525) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”). The notice stated that this general meeting of shareholders adopts the combination of on-site voting and online voting, It also announced the time, place, equity registration date, participants, matters to be considered at the meeting, on-site meeting registration methods, online voting time and procedures of the on-site meeting of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 3 p.m. on February 10, 2022 in the conference room of the company at No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing. The time and place of the shareholders’ meeting are consistent with the provisions of the notice.
In addition to the on-site meeting, the company also conducts online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The online voting time through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 1:00 to 3:00 p.m. on February 10, 2022, The time of online voting through the Internet voting system is any time from 9:15 a.m. to 3:00 p.m. on February 10, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, 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
1. Shareholders attending the on-site meeting: according to the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of Shenzhen Stock Exchange on the afternoon of February 7, 2022, and the identity card, shareholding certificate, power of attorney, etc. of the shareholders attending the on-site meeting of the general meeting of shareholders, The qualification of shareholders attending the on-site meeting was verified. A total of 3 shareholders attended the on-site meeting, representing 193869194 shares of the company, accounting for 33.3812% of the total share capital of the company.
2. During the online voting time, 18 shareholders participated in the online voting of the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system, representing 6162600 shares of the company, accounting for 1.0611% of the total share capital of the company.
3. A total of 20 minority shareholders voted on the spot and participated in online voting at the shareholders’ meeting, representing 35007763 shares of the company, accounting for 6.0278% of the total share capital of the company.
Some directors, supervisors, senior managers and lawyers of the company attended and attended the shareholders’ meeting as nonvoting delegates.
Upon examination by our lawyers, the qualifications of the above-mentioned personnel attending the general meeting of shareholders meet the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, and are legal and effective.
(II) convener qualification
The shareholders’ meeting was convened by the board of directors after the resolution was made at the 37th meeting of the 8th board of directors of the company. It complies with the provisions of relevant laws and regulations and the articles of association, and the convener’s qualification is legal and valid.
The lawyer of the firm believes that the qualification of the convener of the general meeting of shareholders meets the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, and is legal and effective.
3、 Voting methods, procedures and results of this general meeting of shareholders
(I) the on-site meeting of the general meeting of shareholders voted by open ballot on the deliberation proposals listed in the notice. In accordance with relevant laws, regulations and the articles of association, two representatives elected by shareholders, one representative elected by supervisors and the lawyer of the exchange participated in the vote counting and supervision, and the voting results were announced on the spot. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the voting information of participating in the online voting of the general meeting of shareholders.
(II) after the voting of this general meeting of shareholders, the company made a combined statistics of the voting results of on-site voting and online voting, and made a separate statistics of the voting results of small and medium-sized investors.
According to the combined statistical results of on-site voting and online voting, the voting situation and results of the proposal on the election of non independent directors of the ninth board of directors, the proposal on the election of independent directors of the ninth board of directors and the proposal on the election of non employee representative supervisors of the ninth board of supervisors reviewed by the general meeting of shareholders, The voting of and small and medium-sized investors on the proposal is as follows:
1.00 proposal on the election of non independent directors of the ninth board of directors
1.01 election of Mr. Yang Xiu as a non independent director of the ninth board of directors of the company
198744804 shares agreed, accounting for 99.3566% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Yang Xiu was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33720773 shares agreed, accounting for 96.3237% of the shares held by small and medium-sized shareholders attending the meeting.
1.02 election of Ms. Yang Chunhua as a non independent director of the ninth board of directors of the company
198708503 shares agreed, accounting for 99.3385% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Ms. Yang Chunhua was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33684472 shares agreed, accounting for 96.2200% of the shares held by small and medium-sized shareholders attending the meeting.
1.03 election of Mr. Zhao fuming as a non independent director of the ninth board of directors of the company
198708905 shares agreed, accounting for 99.3387% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Zhao fuming was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33685474 shares agreed, accounting for 96.2229% of the shares held by small and medium-sized shareholders attending the meeting.
1.04 election of Mr. Lu Yugang as a non independent director of the ninth board of directors of the company
198708506 shares agreed, accounting for 99.3385% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Lu Yugang was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33684475 shares agreed, accounting for 96.2200% of the shares held by small and medium-sized shareholders attending the meeting.
1.05 election of Mr. Wang Jinshan as a non independent director of the ninth board of directors of the company
198708504 shares agreed, accounting for 99.3385% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Wang Jinshan was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33685474 shares agreed, accounting for 96.2229% of the shares held by small and medium-sized shareholders attending the meeting.
1.06 election of Mr. Wang Wenkui as a non independent director of the ninth board of directors of the company
198708504 shares agreed, accounting for 99.3385% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Wang Wenkui was elected as a non independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33684473 shares agreed, accounting for 96.2200% of the shares held by small and medium-sized shareholders attending the meeting.
2.00 proposal on the election of independent directors of the ninth board of directors
2.01. Election of Ms. Feng Liyan as an independent director of the ninth board of directors of the company
198734301 shares agreed, accounting for 99.3514% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: through, Ms. Feng Liyan was elected as an independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 28845163 shares agreed, accounting for 82.3965% of the shares held by small and medium-sized shareholders attending the meeting.
2.02 election of Mr. Wu Xuemin as an independent director of the ninth board of directors of the company
198708501 shares agreed, accounting for 99.3385% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Wu Xuemin was elected as an independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33684470 shares agreed, accounting for 96.2200% of the shares held by small and medium-sized shareholders attending the meeting.
2.03 election of Mr. Yan Zhen as an independent director of the ninth board of directors of the company
198709500 shares agreed, accounting for 99.3390% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Yan Zhen was elected as an independent director of the ninth board of directors of the company.
Voting of small and medium-sized investors on the proposal: 33685469 shares agreed, accounting for 96.2229% of the shares held by small and medium-sized shareholders attending the meeting.
3.00 proposal on the election of non employee representative supervisors of the ninth board of supervisors
3.01. Elect Mr. Yang Xiaosheng as the non employee representative supervisor of the ninth board of supervisors of the company
198748499 shares agreed, accounting for 99.3585% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Yang Xiaosheng was elected as the non employee representative supervisor of the ninth board of supervisors of the company. Voting of small and medium-sized investors on the proposal: 33724468 shares agreed, accounting for 96.3343% of the shares held by small and medium-sized shareholders attending the meeting.
3.02 election of Mr. Wu Tao as the non employee representative supervisor of the ninth board of supervisors of the company
198703500 shares agreed, accounting for 99.3360% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Wu Tao was elected as the non employee representative supervisor of the ninth board of supervisors of the company.
Voting of small and medium-sized investors on the proposal: 33679469 shares agreed, accounting for 96.2057% of the shares held by small and medium-sized shareholders attending the meeting.
3.03 election of Mr. Chen Honglong as the non employee representative supervisor of the ninth board of supervisors of the company
198703501 shares agreed, accounting for 99.3360% of the total number of effective voting shares held (represented) by shareholders (shareholders’ agents) attending the general meeting of shareholders.
Voting result: Mr. Chen Honglong was elected as the non employee representative supervisor of the ninth board of supervisors of the company. Voting of small and medium-sized investors on the proposal: 33679470 shares agreed, accounting for 96.2057% of the shares held by small and medium-sized shareholders attending the meeting.
After verification, our lawyers believe that the matters deliberated at this shareholders’ meeting are consistent with those listed in the notice, and there is no case of deliberating and voting on matters not listed in the notice. All the proposals considered at this shareholders’ meeting were passed with effective voting rights; Major issues affecting the interests of small and medium-sized investors
