Beijing JunZeJun (Shenzhen) law firm
About Shenzhen Sunrise New Energy Co.Ltd(002256)
The second extraordinary general meeting of shareholders in 2002
of
Legal opinion
Floor 28 and 29, Rongchao economic and Trade Center, No. 4028, Jintian Road, Futian District, Shenzhen, Guangdong, China postcode: 518035 28 & 29floor, landmark, No. 4028jintianroad, Futian District, shenzhen518035, P.R.C. Tel: 0755-33988188 Fax: 0755-33988199
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Beijing JunZeJun (Shenzhen) law firm
About Shenzhen Sunrise New Energy Co.Ltd(002256)
Legal opinion of the second extraordinary general meeting of shareholders in 2002
To: Shenzhen Sunrise New Energy Co.Ltd(002256)
The second extraordinary general meeting of shareholders in 2002 (hereinafter referred to as "the meeting") of Shenzhen Sunrise New Energy Co.Ltd(002256) (hereinafter referred to as "the company") was held on Monday, February 14, 2022. Entrusted by the company, Beijing JunZeJun (Shenzhen) law firm (hereinafter referred to as "the firm") appointed two lawyers to attend the meeting. 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"), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") of the China Securities Regulatory Commission In accordance with the provisions of the Shenzhen Sunrise New Energy Co.Ltd(002256) articles of Association (hereinafter referred to as the "articles of association"), the exchange witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures and other related matters of the meeting.
In order to issue this legal opinion, the exchange attended this meeting and reviewed the following documents provided by the company, including but not limited to:
1. The current effective articles of Association;
2. The company published the announcement on the resolution of the 6th meeting of the 6th board of directors in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on January 25, 2022; 3. The notice on convening the second extraordinary general meeting of shareholders in 2022 published by the company in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo on January 25, 2022;
4. On January 25, 2022, the company published in Shanghai Securities News, China Securities News, securities times, securities daily and HTTP / / www.cninfo.com the independent opinions of independent directors on the sale of the equity of the sun company; 5. The register of shareholders on the equity registration date of the company's general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
6. Documents of the general meeting of shareholders of the company.
We have obtained the following guarantee: that is, the company has provided the materials deemed necessary by us 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, in accordance with the rules of the general meeting of shareholders and the requirements of the company, the exchange only discusses whether the convening and convening procedures of the company's current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualification of attendees and conveners is legal and effective, and the voting procedures of the meeting Whether the voting results are legal and effective, and will not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this shareholders' meeting of the company. The exchange agrees to announce this legal opinion together with the resolution of this shareholders' meeting and other information disclosure materials of the company.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange issues the following legal opinions on the legal issues related to the convening and holding of the company's meeting:
1、 Convening and procedures of this meeting
1. Convening of this meeting
On January 23, 2022, the sixth meeting of the sixth board of directors of the company passed the proposal on convening the second extraordinary general meeting of shareholders in 2022 and decided to convene this general meeting of shareholders.
Notice on the convening of the second interim general meeting of shareholders of China Securities Regulatory Commission (hereinafter referred to as the notice of the second interim general meeting of shareholders of China Securities Regulatory Commission on February 25, 2021) on the Internet. The notice of the general meeting of shareholders specifies the convener, time, method, equity registration date, attendees, place of the meeting, matters and proposals discussed at the meeting, registration method, contact person and contact information of the meeting, and determines that the equity registration date is February 9, 2022.
2. Convening of this meeting
The meeting was held by combining on-site voting and online voting.
The on-site meeting was held at sungangli, Luohu District, Shenzhen at 14:30 p.m. on Monday, February 14, 2022
The meeting room of the company, unit 509-510, 5th floor, phase I, halo Plaza, No. 8 Garden Road, was held as scheduled. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on the trading day of February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 14, 2022.
The exchange believes that the convening and convening procedures of this meeting 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.
2、 Qualification of participants and convener of the meeting
A total of 215 shareholders and their authorized agents attended the on-site meeting and online voting, representing 499972779 shares with voting rights, accounting for 26.5602% of the total voting shares of the company. Among them, there are 0 shareholders and shareholder agents attending the on-site meeting, and the number of voting shares represented is 0, accounting for 0% of the total voting shares of the company.
According to the online voting results of the meeting provided by Shenzhen Securities Information Co., Ltd., 215 shareholders participated in the online voting of the general meeting of shareholders, representing 499972779 shares with voting rights, accounting for 26.5602% of the total voting shares of the company.
All directors, supervisors and senior managers of the company attended or attended the meeting as nonvoting delegates.
This meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid.
The qualifications of the conveners of the general meeting and the relevant laws and regulations of the company are in conformity with the provisions of the company's laws and regulations.
3、 Voting procedure of this meeting
The meeting adopted the methods of on-site voting and online voting to vote on the proposal of the meeting.
In accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, the representatives of shareholders and supervisors and the lawyers of the exchange are jointly responsible for vote counting and supervision.
After voting at this meeting, the company merged and summarized the voting results of this meeting, and the host of this meeting announced the voting results at the meeting site.
Our lawyers believe that the voting procedures of this meeting 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, and the voting procedures of this meeting are legal and effective.
4、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of the meeting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting, the voting results of the meeting are as follows:
1. Deliberated and passed the proposal on selling the equity of the sun company
Voting results: 496140379 shares were approved, accounting for 99.2335% of the total number of valid voting shares attending the meeting; 3813400 opposition shares, accounting for 0.7627% of the total number of valid voting shares attending the meeting; 19000 shares abstained, accounting for 0.0038% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 5733600 shares were agreed, accounting for 59.9373% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 3813400 shares opposed, accounting for 39.8641% of the total number of valid voting shares of small and medium-sized investors participating in the meeting; 19000 shares were abstained, accounting for 0.1986% of the total number of valid voting shares of small and medium-sized investors participating in the meeting.
This proposal is a special resolution, which has been adopted by more than 2 / 3 of the effective voting rights held by the shareholders present at the meeting.
The exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, the exchange believes that the convening and convening procedures of the company's meeting, the main qualifications of the personnel attending the meeting and the convener of the meeting, and the voting procedures of the meeting comply with the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, The voting results of this meeting are legal and valid.
The exchange agrees that this legal opinion shall be published together with other information disclosure materials as the legal document of the company's resolution at this meeting.
This legal opinion is made in duplicate and takes effect after being sealed by the office and signed by the undertaking lawyer.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing JunZeJun (Shenzhen) law firm on Shenzhen Sunrise New Energy Co.Ltd(002256) the second extraordinary general meeting of shareholders in 2002)
Handling lawyer of Beijing JunZeJun (Shenzhen) law firm: Huang Liyun
Handling lawyer: Xu Ao
February 14, 2022
