Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Careray Digital Medical Technology Co.Ltd(688607)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Zhonglun law firm (hereinafter referred to as "the firm") is entrusted by Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as "the company") to hold the first extraordinary general meeting of shareholders 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 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and other currently effective laws, regulations and rules, as well as the Careray Digital Medical Technology Co.Ltd(688607) articles of Association (hereinafter referred to as the "articles of association") This legal opinion is issued in accordance with the relevant provisions of the Careray Digital Medical Technology Co.Ltd(688607) rules of procedure of the general meeting of shareholders (hereinafter referred to as the "rules of procedure of 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. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the articles of association and the rules of procedure of the general meeting of shareholders.
This legal opinion is only for the purpose of witnessing the general meeting of shareholders of the company, and shall not be used for any other purpose.
In order to issue this legal opinion, our lawyer (hereinafter referred to as "our lawyer") attended the shareholders' meeting of the company as a nonvoting delegate, and checked and verified the documents and facts related to the convening of the shareholders' meeting provided by the company in accordance with the relevant provisions and requirements of current laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, On this basis, the lawyers of the firm give the following legal opinions on the facts related to the shareholders' meeting on and before the date of issuance of this legal opinion:
1、 On the convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the report of the board of directors of the company on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 21, 2022 According to the notice of Careray Digital Medical Technology Co.Ltd(688607) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting"), this general meeting of shareholders was convened by the board of directors of the company, and the board of directors of the company has made a resolution on it.
Accordingly, our lawyers believe that the convening of this general meeting of shareholders complies with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
(II) notice and proposal of this shareholders' meeting
According to the notice of the meeting, the board of directors of the company has sent a notice to all shareholders in the form of announcement 15 days in advance. The contents of the meeting notice include the meeting time, place, meeting method, meeting deliberations and proposals, voting method, equity registration date and the way to attend the meeting, among which the interval between the equity registration date and the meeting date shall not be more than 7 working days.
Accordingly, our lawyers believe that the notice and proposal of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
(III) convening of this general meeting of shareholders
1. According to the review of our lawyers, the general meeting of shareholders adopts two methods: on-site voting and online voting.
2. According to the review of our lawyers, on February 11, 2022, the company provided online voting services to the shareholders of the company's tradable shares through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the Internet voting platform of the general meeting of shareholders of Shanghai Stock Exchange is 9:15-15:00 on February 11, 2022. The specific time for voting through the trading system of Shanghai Stock Exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 11, 2022.
3. According to the review of our lawyers, the on-site meeting of the general meeting of shareholders was held at No. A17 (Hall V17, first floor, No. 17 residence), ligongdi phase III, Suzhou Industrial Park, Jiangsu Province, at 14:30 on February 11, 2022.
4. The actual time, place and method of the general meeting of shareholders are consistent with the time, place and method notified in the notice of meeting, and comply with the relevant provisions of the rules of general meeting of shareholders and the articles of association. 5. According to the review of our lawyers, the general meeting of shareholders was presided over by Mr. Jiang Liu (Liu Jianqiang), chairman of the board of directors, which is in line with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
Accordingly, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are legal and effective.
2、 On the qualifications of the personnel attending the general meeting of shareholders
(I) according to the examination of our lawyers, there are 8 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, and the total number of representative shares is 6028290, accounting for 6.8403% of the total shares of the company.
Among the above shareholders and shareholders' agents attending the on-site meeting, the legal person shareholder shall vote by the agent entrusted by his legal representative. The agent presented his ID card, copy of the business license of the legal person shareholder, power of attorney and stock account card, and the company verified the shareholding certificate, which is in line with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
(II) according to the examination of the lawyers of the firm, in addition to the shareholders of the company, the directors, supervisors, senior managers and lawyers of the firm also attended and attended the on-site meeting of the general meeting of shareholders, which met the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
Accordingly, our lawyers believe that the above-mentioned shareholders, directors, supervisors and senior managers of the company have the right to attend the on-site meeting of the general meeting of shareholders.
(III) the convener of this general meeting of shareholders is the board of directors of the company.
(IV) according to the statistical results of online voting provided to the company by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange after the online voting of the general meeting of shareholders of Shanghai Stock Exchange, the company has 15 shareholders participating in online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, with a total of 39934886 representative shares, accounting for 45.3141% of the total shares of the company. The voting qualification of the above shareholders participating in online voting has been certified by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange.
Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
Accordingly, our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) according to the examination of our lawyers, the chairman of this shareholders' meeting announced the number of shareholders and shareholders' agents attending the meeting and the total number of voting shares held by them before the voting at the on-site meeting, which is in line with the relevant provisions of the rules of shareholders' meeting and the articles of association.
(II) according to the review of our lawyers, the matters actually considered at this shareholders' meeting are consistent with the proposals announced by the board of directors of the company, and there is no amendment to the proposals during the deliberation of the meeting, which is in line with the relevant provisions of the company law, the rules of shareholders' meeting and the articles of association.
(III) according to the examination of our lawyers, the on-site meeting of the general meeting of shareholders adopts open voting, and the shareholders and their agents attending the on-site meeting voted on the proposals listed in the agenda of the general meeting of shareholders. These voting methods comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(IV) according to the review of the lawyers of the firm, the shareholders' meeting elected the representatives of shareholders and supervisors to be jointly responsible for counting and supervising votes, and counted the voting results of the matters considered at the on-site meeting, which is in line with the relevant provisions of the rules of the shareholders' meeting and the articles of association.
(V) the proposal deliberated at this meeting separately counts and discloses the votes of small and medium-sized investors (referring to shareholders other than shareholders individually or jointly holding more than 5% of the company's shares and directors, supervisors and senior executives), which is in line with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
(VI) according to the counting of the voting results of the on-site meeting made by the representatives of shareholders and supervisors and the statistical results of the online voting provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange to the company after the online voting of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following proposals:
1. Proposal on the company's 2022 restricted stock incentive plan (Draft) > and summary
The affiliated shareholders of this proposal, Jianqiang Liu, Gao Peng, Suzhou Kangcheng enterprise management consulting service Co., Ltd. and Tongchi investment management partnership (limited partnership) in Ningbo Meishan free trade port area, should avoid voting, and none of the affiliated shareholders participated in the voting of this general meeting of shareholders.
The voting conditions are as follows: 45880243 shares were approved, accounting for 99.8195% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.1805% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors is as follows: 18770170 shares were agreed, accounting for 99.5601% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.4399% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
The proposal was deliberated and passed.
2. Proposal on the company's measures for the assessment and management of restricted stock incentive plan in 2022
The affiliated shareholders of this proposal, Jianqiang Liu, Gao Peng, Suzhou Kangcheng enterprise management consulting service Co., Ltd. and Tongchi investment management partnership (limited partnership) in Ningbo Meishan free trade port area, should avoid voting, and none of the affiliated shareholders participated in the voting of this general meeting of shareholders.
The voting conditions are as follows: 45880243 shares were approved, accounting for 99.8195% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.1805% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors is as follows: 18770170 shares were agreed, accounting for 99.5601% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.4399% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
The proposal was deliberated and passed.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
The affiliated shareholders of this proposal, Jianqiang Liu, Gao Peng, Suzhou Kangcheng enterprise management consulting service Co., Ltd. and Tongchi investment management partnership (limited partnership) in Ningbo Meishan free trade port area, should avoid voting, and none of the affiliated shareholders participated in the voting of this general meeting of shareholders.
The voting conditions are as follows: 45880243 shares were approved, accounting for 99.8195% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.1805% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting of small and medium-sized investors is as follows: 18770170 shares were agreed, accounting for 99.5601% of the total voting shares attending the meeting; 82933 opposed shares, accounting for 0.4399% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
The proposal was deliberated and passed.
None of the shareholders and their proxies attending the shareholders' meeting raised any objection to the voting results. The voting procedures and results of the above proposals comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. After verification by the lawyers of the exchange, the matters actually considered at the shareholders' meeting are consistent with the matters listed in the announcement, and there is no vote on the matters not listed in the meeting notice; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders; The voting results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company's first extraordinary general meeting of shareholders in 2022, the qualifications of participants and conveners of the meeting, voting procedures and other matters comply with the company law, securities law, rules of general meeting of shareholders and other laws, rules and regulations, as well as the articles of association《
