Notice of Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders in Shenzhen Tongyi Industry Co.Ltd(300538) 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
February 14, 2002
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi'an
To: Shenzhen Tongyi Industry Co.Ltd(300538)
Beijing Jiayuan law firm
About Shenzhen Tongyi Industry Co.Ltd(300538)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Entrusted by Shenzhen Tongyi Industry Co.Ltd(300538) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") assigned its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and carried out necessary verification. This exchange appoints its lawyer to witness this shareholders' meeting and issue this legal opinion. In accordance with the company law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022), the articles of association and the rules of procedure of the general meeting of shareholders, the legal opinions on the convening and convening procedures, the qualifications of participants, voting procedures and other matters of the general meeting of shareholders are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On January 28, 2022, the fourth meeting of the Fourth Board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2022.
2. On January 29, 2022, the board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) on the information disclosure media designated by the company, announcing the on-site meeting time, online voting time, meeting place, equity registration date and deliberation matters of the general meeting.
3. The shareholders' meeting adopts the combination of on-site voting and online voting.
4. The on-site meeting of the general meeting of shareholders will be held at 15:00 p.m. on February 14, 2022 in the meeting room on the 10th floor of tower a, phase III, Yifang center north, No. 99, Xinhu Road, N12 District, Haiwang community, Xin'an street, Bao'an District, Shenzhen.
5. Time of online voting through the online voting system of Shenzhen Stock Exchange: online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 1:00-3:00 on February 14, 2022; The time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on February 14, 2022.
6. On February 14, 2022, the general meeting of shareholders was held as scheduled according to the above notice, presided over by Shao Yunan, chairman of the company.
According to the inspection of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
A total of 9 shareholders or shareholders' agents attended the meeting, representing 93617791 shares, accounting for 51.4614% of the total shares of the listed company. Among them, there are 3 small and medium-sized investors holding less than 5% (excluding 5%), representing 1000 shares, accounting for 0.0006% of the total shares of the listed company. (Note: "small and medium-sized investors" refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.)
(1) According to the registration materials, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the meeting, there were 9 shareholders or their agents attending the meeting, representing 93617791 shares, accounting for 51.4614% of the total shares of the listed company.
(2) According to the statistics of the trading system and Internet voting system of Shenzhen Stock Exchange and confirmed by the company, there are 0 shareholders voting through the network system during the network voting time, representing 0 shares, accounting for 0% of the total shares of the company.
2. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the shareholders' meeting are some directors, supervisors and senior executives of the company. Our lawyers believe that the above-mentioned persons are qualified to attend the general meeting of shareholders according to law.
3、 Voting procedures and results of this general meeting of shareholders
1. The proposals listed in the notice of the meeting were considered at the shareholders' meeting. The meeting voted by on-site voting and online voting. If the proposal needs to be passed by a special majority of resolutions, it has been passed by more than two-thirds of the voting rights of the shareholders attending the meeting.
2. The shareholders attending the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. After the on-site voting of this meeting, two shareholders' representatives, one supervisor's representative and our lawyer participated in counting the voting of shareholders attending the on-site meeting, and made separate statistics on the voting of small and medium-sized investors.
3. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
4. According to the relevant rules, the voting results of on-site voting and online voting were combined and counted, and the voting results of small and medium-sized investors were counted separately. The proposals considered at the meeting were legally passed.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders are legal, the qualifications of the participants are legal and valid, the voting procedures comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid.
The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company's general meeting of shareholders. It shall not be used for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu witness lawyer: Wei Pei Chang Yuequan February 14, 2022
