Xinjiang baikunyaxuan law firm
Witness to the first extraordinary general meeting of shareholders in Leon Technology Co.Ltd(300603) 2022
Legal opinion
Bakun witness Zi [2022] No. 01
Xinjiang baikunyaxuan law firm
XINJIANG BAIKUNYAXUAN LAW FIRM
February, 2002
Xinjiang baikunyaxuan law firm
About Leon Technology Co.Ltd(300603)
Witness to the first extraordinary general meeting of shareholders in 2022
Legal opinion
Bakun witness Zi [2022] No. 01 to: Leon Technology Co.Ltd(300603)
Entrusted by Leon Technology Co.Ltd(300603) (hereinafter referred to as “the company” or ” Leon Technology Co.Ltd(300603) “), Xinjiang baikunyaxuan law firm (hereinafter referred to as “the firm”) appointed lawyer Chen Yingru and lawyer Fu Liang (hereinafter referred to as “the handling lawyer”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and perform the obligation of witness.
In order to issue this legal opinion, the handling lawyer reviewed the documents and materials related to the general meeting of shareholders provided by the company, and checked the legitimacy of important matters such as the convening and convening procedures of the general meeting of shareholders, the qualifications of conveners and attendees, voting procedures and voting results on site.
The company has assured the exchange that the originals and copies of all documents provided by the company are true and complete, and the company has disclosed to the exchange all facts and documents sufficient to affect the issuance of this legal opinion without any concealment or omission.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), 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 promulgated by the China Securities Regulatory Commission and other laws, administrative laws and regulations, departmental rules In accordance with the relevant provisions of the normative documents and the articles of association of Leon Technology Co.Ltd(300603) (hereinafter referred to as the “articles of association”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the handling lawyer issued the following witness opinions on the relevant matters of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The board of directors of the company published the notice of Leon Technology Co.Ltd(300603) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) (hereinafter referred to as the “meeting notice”) on cninfo.com on January 27, 2022. The notice of the meeting specifies the time, place, convener, date of equity registration, method, matters to be considered, participants, registration method and other matters of the shareholders’ meeting.
The meeting was convened by the board of directors and presided over by Mr. Wang Gang, chairman of the company.
The meeting was held in room 3002} on the afternoon of August 30th, 2022, Urumqi District, Xinjiang. Online voting is also available at this meeting. Online voting time: online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 14, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 14, 2022.
After verification, 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 and the articles of association.
2、 Qualification of participants
(I) shareholders and their agents attending the on-site meeting of the general meeting of shareholders
A total of 10 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 107704614 shares, accounting for 29.1016% of the total shares of the company. Our lawyers have verified the identity certificates, shareholding certificates and power of attorney of the above shareholders or shareholder agents.
(II) shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at this shareholders’ meeting is 13, representing 32489237 shares, accounting for 8.7785% of the total shares of the company. The qualification of shareholders participating in voting through the network system has been certified by the trading system of Shenzhen Stock Exchange.
(III) non voting personnel
Some directors, supervisors, senior managers and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates. After verification, our lawyers believe that the persons attending the shareholders’ meeting are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of February 8, 2022, and their qualifications comply with the company law, rules for shareholders’ meetings of listed companies and other laws, regulations and the articles of association.
3、 Proposal of this shareholders’ meeting
The proposals deliberated at this shareholders’ meeting are: the proposal on the election of non independent directors of the Fourth Board of directors, the proposal on the election of independent directors of the Fourth Board of directors, the proposal on the election of non employee supervisors of the Fourth Board of supervisors Proposal on the remuneration and allowance standards of non independent directors, independent directors and supervisors of the Fourth Board of directors, proposal on purchasing liability insurance for directors, supervisors and senior managers of the company. The specific contents of these proposals are detailed in the relevant announcements issued by the company on cninfo.com.
After verification, our lawyers believe that the matters discussed at this general meeting are completely consistent with those listed in the announcement.
4、 Voting procedures and results of this general meeting of shareholders
After verification, the shareholders’ meeting adopted the combination of on-site voting and online voting to deliberate and vote on the proposals listed in the meeting notice one by one. Among them, on-site voting is conducted by open ballot, and lawyers, shareholder representatives and supervisor representatives are jointly responsible for counting, monitoring and checking votes, and the voting results are announced on the spot; For online voting, Shenzhen Securities Information Co., Ltd. shall provide the company with the voting statistics of online voting at the general meeting of shareholders.
According to the on-site voting results and the online voting results provided by Shenzhen Securities Information Co., Ltd., the voting of the proposal of the general meeting of shareholders is as follows:
1. Proposal on the general election of non independent directors of the Fourth Board of directors of the company
1.01 proposal on electing Mr. Wang Gang as a non independent director of the Fourth Board of directors of the company
Voting results: 107705920 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4524328 votes, accounting for 49.70% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Mr. Wang Gang was elected as a non independent director of the Fourth Board of directors of the company.
1.02 proposal on electing Mr. Zhou Lu as a non independent director of the Fourth Board of directors of the company
Voting results: 107704927 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523335 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Mr. Zhou Lu was elected as a non independent director of the Fourth Board of directors of the company.
1.03 proposal on electing Ms. Ge Liangdi as a non independent director of the Fourth Board of directors of the company
Voting results: 107704933 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523335 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Ge Liangdi was elected as a non independent director of the Fourth Board of directors of the company.
1.04 proposal on electing Mr. Qian Chifeng as a non independent director of the Fourth Board of directors of the company
Voting results: 107704921 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523329 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Mr. Qian Chifeng was elected as a non independent director of the Fourth Board of directors of the company.
1.05 proposal on electing Ms. Yao aibin as a non independent director of the Fourth Board of directors of the company
Voting results: 107704921 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523329 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Yao aibin was elected as a non independent director of the Fourth Board of directors of the company.
1.06 proposal on electing Ms. Wang Zixuan as a non independent director of the Fourth Board of directors of the company
Voting results: 107704921 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523329 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Wang Zixuan was elected as a non independent director of the Fourth Board of directors of the company.
2. Proposal on the election of independent directors of the Fourth Board of directors by the board of directors
2.01 proposal on electing Mr. Luan Ling as an independent director of the Fourth Board of directors of the company
Voting results: 107704920 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523327 votes, accounting for 49.69% of the total number of effective voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Mr. Luan Ling was elected as an independent director of the Fourth Board of directors of the company.
2.02 proposal on electing Ms. Yao Wenying as an independent director of the Fourth Board of directors of the company
Voting results: 107704923 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523330 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Yao Wenying was elected as an independent director of the Fourth Board of directors of the company.
2.03 proposal on electing Mr. Guan Yong as an independent director of the Fourth Board of directors of the company
Voting results: 107704920 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523327 votes, accounting for 49.69% of the total number of effective voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Mr. Guan Yong was elected as an independent director of the Fourth Board of directors of the company.
3. Proposal on the general election of non employee supervisors of the Fourth Board of supervisors of the company
3.01 proposal on electing Ms. Lan Ying as a non employee supervisor of the Fourth Board of supervisors of the company
Voting results: 107704921 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4523328 votes, accounting for 49.69% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Lan Ying was elected as a non employee supervisor of the Fourth Board of supervisors of the company.
3.02 proposal on electing Ms. Zhu Peiru as a non employee supervisor of the Fourth Board of supervisors of the company
Voting results: 107705918 votes were agreed, accounting for 76.83% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 4524325 votes, accounting for 49.70% of the total number of effective voting shares held by small and medium-sized shareholders attending the general meeting of shareholders.
Ms. Zhu Peiru was elected as the non employee supervisor of the Fourth Board of supervisors of the company.
4. Proposal on the remuneration and allowance standards of non independent directors, independent directors and supervisors of the Fourth Board of directors and the Fourth Board of supervisors
Voting results: 6913242 shares were approved, accounting for 99.43% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Against 37300 shares, accounting for 0.54% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 2200 shares were abstained, accounting for 0.03% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors attending the meeting: 5017604 shares were agreed, accounting for 99.22% of the total number of valid voting shares held by small and medium-sized shareholders attending the general meeting of shareholders; Against 37300 shares, accounting for
