Beijing Zhonglun (Shenzhen) law firm on Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 3325 6666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323)
According to the relevant provisions of 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") issued by the China Securities Regulatory Commission, Beijing Zhonglun (Shenzhen) law firm accepts the entrustment of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) (hereinafter referred to as the "company"), Appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and express legal opinions on the convening and convening procedures, convener qualifications, qualifications of participants and non voting participants, voting procedures and voting results of the general meeting of shareholders.
In accordance with the requirements of the rules of the general meeting of shareholders, our lawyers have fully verified the legality, compliance, authenticity and effectiveness of the company's general meeting of shareholders, ensured that there are no false and misleading statements and major omissions in this legal opinion, and assumed corresponding legal responsibilities for the authenticity, accuracy and integrity of this legal opinion. In accordance with the requirements of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
In order to hold this general meeting of shareholders, the board of directors of the company held a meeting on the website of Shanghai Stock Exchange on January 15, 2022（ http://www.sse.com.cn. ）The notice of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) on convening the first extraordinary general meeting of shareholders in 2022 was announced on the.
After inspection, the notice specifies the convening method, time and place of the meeting, discloses the contents of relevant meeting proposals, explains that shareholders have the right to attend and entrust agents in writing to attend and exercise their voting rights, and defines the registration method of the meeting, the equity registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting.
The lawyers of the firm believe that the convening procedure of the general meeting of shareholders of the company complies with the provisions of the company law of the people's Republic of China (hereinafter referred to as "the company law"), the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents, as well as the Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) articles of Association (hereinafter referred to as "the articles of association").
(II) qualification of convener of this general meeting of shareholders
According to the notice of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) on convening the first extraordinary general meeting of shareholders in 2022, the convener of this general meeting of shareholders is the board of directors of the company. Our lawyers believe that the board of directors of the company has the qualification of convener of this general meeting of shareholders, and the qualification of convener of this general meeting of shareholders is legal and effective. (III) convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held as scheduled at 14:00 p.m. on February 11, 2022 in the conference room of Shenzhen Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) company, Huamei Industrial Park, Songgang sub district office, Bao'an District, Shenzhen.
The specific time for shareholders of the company to vote through the trading system of Shanghai Stock Exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 a.m. and 13:00 to 15:00 p.m. on February 11, 2022; The specific time of voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 a.m. to 15:00 p.m. on February 11, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents, as well as the articles of association.
2、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
A total of 13 shareholders and their proxies attended the shareholders' meeting and online voting, representing 138922847 shares, accounting for 77.1793% of the total share capital of the company.
1. A total of 5 shareholders and their agents attended the on-site meeting, representing 82149507 shares, accounting for 45.6386% of the total share capital of the company. It is verified that the shareholders and their agents attending the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
2. According to the statistical results of online voting provided by Shanghai Stock Exchange Information Network Co., Ltd. to the company after the online voting of this meeting, there are 8 shareholders participating in online voting within the effective time, with 56773340 representative shares, accounting for 31.5407% of the total shares of the company. Since our lawyers are unable to verify the qualification of online voting shareholders, the identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(II) other personnel attending the general meeting of shareholders
In addition to the above-mentioned shareholders, shareholder agents and relevant intermediaries hired by the company, some directors, supervisors and senior managers of the company attended the on-site meeting of the general meeting of shareholders through on-site means. Due to the needs of covid-19 epidemic prevention and control, some directors, supervisors and senior managers of the company participated in the shareholders' meeting by means of video and other communication.
3、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders adopted a combination of on-site voting and online voting to consider the matters specified in the meeting announcement item by item.
(I) proposals to be deliberated at this shareholders' meeting
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
2. Proposal on the company's plan to issue convertible corporate bonds to unspecified objects
(1) Types of securities issued this time
(2) Issuance scale
(3) Par value and issue price (4) bond term (5) bond interest rate (6) term and method of interest payment (7) guarantee matters (8) term of share conversion (9) determination basis of share conversion price (10) downward correction clause of share conversion price (11) determination method of number of shares converted and treatment method of less than one share amount during share conversion (12) redemption clause (13) resale clause (14) Dividend distribution after share conversion (15) issuance method and object (16) arrangement of placement to original shareholders (17) bondholders and bondholders' meeting (18) purpose of raised funds (19) management and special account of raised funds (20) validity of this resolution 3 Proposal on the company's plan to issue convertible corporate bonds to unspecified objects 4 Proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects 5 Proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
6. Proposal on the report on the use of the company's previously raised funds 7 Proposal on the meeting rules of bondholders of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) convertible companies 8 Proposal on the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and commitments of relevant subjects 9 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds 10 Proposal on the planning of shareholders' dividend return in the next three years (2022-2024) Proposal on electing non independent directors of the second board of directors of the company (1) proposal on electing Ms. LAN Guihong as non independent director of the second board of directors of the company (2) proposal on electing Mr. Tang Changdan as non independent director of the second board of directors of the company (3) proposal on electing Mr. zhaijun as non independent director of the second board of directors of the company (4) Proposal on electing Mr. Yu Feng as a non independent director of the second board of directors of the company (5) proposal on electing Mr. Zhao Jinlong as a non independent director of the second board of directors of the company (6) proposal on electing Mr. Zhang Yuhui as a non independent director of the second board of directors of the company 12 Proposal on electing independent directors of the second board of directors of the company (1) proposal on electing Ms. Yuan Tong as independent director of the second board of directors of the company (2) proposal on electing Ms. Shen Weihua as independent director of the second board of directors of the company (3) proposal on electing Mr. Xie Lanjun as independent director of the second board of directors of the company 13 Proposal on electing non employee representative supervisors of the second board of supervisors of the company (1) proposal on electing Mr. Qi Zhan as non employee representative supervisor of the second board of supervisors of the company (2) proposal on electing Mr. Fu Dongsheng as non employee representative supervisor of the second board of supervisors of the company
(II) voting procedure
The on-site meeting of the general meeting of shareholders took a written vote on the proposal of the meeting by open ballot. The votes were monitored, checked and counted according to the procedures specified in the articles of association, and the voting results were announced on the spot. The shareholders and their agents attending the meeting did not raise objections to the voting results.
The company provides shareholders with online voting platform through Shanghai Stock Exchange Information Network Co., Ltd. After the online voting, SSE Information Network Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
Our lawyers believe that the voting procedures comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
(III) voting results
After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site meeting voting and online voting. Proposals 1 to 10 discussed at the general meeting of shareholders are special resolutions, which must be adopted by more than two-thirds of the effective voting rights held by the shareholders (shareholders' proxies) attending the general meeting of shareholders and participating in online voting; Proposal 11, proposal 12 and proposal 13 are ordinary resolutions and must be adopted by more than half of the effective voting rights held by the shareholders (shareholders' agents) attending the general meeting of shareholders and participating in online voting.
According to the statistical results provided by the company, the deliberation of the proposal of the general meeting of shareholders is as follows:
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 138922847. The voting results were: 138922847 shares agreed, 0 against and 0 abstained. The number of approved shares accounts for 100% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the general meeting of shareholders and participating in online voting. The proposal was deliberated and adopted.
Among them, the voting results of minority shareholders are: 24349865 shares agree, 0 shares oppose and 0 shares abstain. The number of approved shares accounts for 100% of the valid voting shares of minority shareholders attending the meeting.
2. Proposal on the company's plan to issue convertible corporate bonds to unspecified objects
(1) Types of securities issued this time
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 138922847. The voting results were: 138922847 shares agreed, 0 against and 0 abstained. The number of approved shares accounts for 100% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the general meeting of shareholders and participating in online voting. The proposal was deliberated and adopted.
Among them, the voting results of minority shareholders are: 24349865 shares agree, 0 shares oppose and 0 shares abstain. The number of approved shares accounts for 100% of the valid voting shares of minority shareholders attending the meeting.
(2) Issuance scale
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 138922847. The voting results were: 138922847 shares agreed, 0 against and 0 abstained. The number of approved shares accounts for 100% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the general meeting of shareholders and participating in online voting. The proposal was deliberated and adopted.
Among them, the voting results of minority shareholders are: 24349865 shares agree, 0 shares oppose and 0 shares abstain. The number of approved shares accounts for 100% of the valid voting shares of minority shareholders attending the meeting.
(3) Face value and issue price
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 138922847. The voting results were: 138922847 shares agreed, 0 against and 0 abstained. The number of approved shares accounts for 100% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the general meeting of shareholders and participating in online voting. The proposal was deliberated and adopted.
Among them, the voting results of minority shareholders
