Shanghai Fangda (Shenzhen) law firm
About Iray Technology Company Limited(688301)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February 15, 2022 to: Iray Technology Company Limited(688301)
Shanghai Fangda (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Iray Technology Company Limited(688301) (hereinafter referred to as ” Iray Technology Company Limited(688301) ” or “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders in Iray Technology Company Limited(688301) 2022 (hereinafter referred to as “the general meeting of shareholders”), and discuss the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending and convening the meeting This legal opinion is issued for voting procedures, voting results and other related matters.
This legal opinion is issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, other relevant laws, regulations, rules and normative documents (hereinafter collectively referred to as “laws and regulations”) and the Iray Technology Company Limited(688301) articles of Association (hereinafter referred to as “the articles of association”).
This legal opinion only expresses opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of personnel attending and convening the meeting, whether the voting procedures comply with the provisions of relevant laws and regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the laws of any country or region other than the people’s Republic of China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan for the purpose of this legal opinion). This legal opinion is only Iray Technology Company Limited(688301) for the purpose of this general meeting of shareholders. Without the prior written consent of the exchange, this legal opinion shall not be provided to any third party, relied on by any third party, or used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders in accordance with relevant laws and regulations.
In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the Chinese lawyer industry, our lawyers have issued the following legal opinions on the matters mentioned:
1、 Procedures for convening and convening the general meeting of shareholders
The board of directors of the company announced the notice of Iray Technology Company Limited(688301) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) on the website of Shanghai Stock Exchange on January 14, 2022.
The board of directors of the company has specified the time, place and equity registration date of the shareholders’ meeting in the meeting notice, and listed the proposals to be submitted to the shareholders’ meeting for deliberation in the meeting notice.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 15, 2022 in the conference room on the first floor of building 45 Iray Technology Company Limited(688301) No. 1000 Jinhai Road, Pudong New Area, Shanghai. The shareholders’ meeting conducted online voting through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform. The specific time of online voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 15, 2022; The specific time for online voting through the online voting platform of Shanghai Stock Exchange is from 9:15 to 15:00 on February 15, 2022. Shareholders can vote and exercise their voting rights through the voting platform of the trading system of Shanghai Stock Exchange or the Internet voting platform during online voting time.
According to the verification of our lawyers, the time, mode and place of the shareholders’ meeting are in line with the contents of the meeting notice, and the announcement date of the meeting notice is 15 days from the date of the shareholders’ meeting, which is in line with the provisions of laws, regulations and the articles of association.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association.
2、 Qualification of personnel attending and convening the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
According to the statistics and verification documents provided by the company for the shareholders and their agents attending the on-site meeting of the general meeting of shareholders, there are 6 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and the total number of voting shares representing the company is 25692069, accounting for 35.4140% of the total number of voting shares of the company.
According to the online voting data provided by Shanghai Stock Exchange Information Network Co., Ltd., 22 shareholders voted through the system voting platform and Internet voting platform of Shanghai Stock Exchange, representing 27669497 voting shares of the company, accounting for 38.1397% of the total voting shares of the company.
According to the combined statistical results of online voting data and on-site voting, 28 shareholders and shareholder agents participated in the on-site and online voting of the general meeting of shareholders, representing 53361566 shares with voting rights of the company, accounting for 73.5536% of the total voting shares of the company.
The general attendance of minority shareholders is as follows:
Minority shareholders shall participate in the voting of the general meeting of shareholders through on-site and / or online voting. Among them, there are 3 small and medium-sized shareholders who participated in the voting of the general meeting of shareholders through on-site voting, and the total number of voting shares representing the company is 4233154, accounting for 5.8350% of the total number of voting shares of the company; According to the online voting data provided by Shanghai Stock Exchange Information Network Co., Ltd., 17 minority shareholders voted through the system voting platform and Internet voting platform of Shanghai Stock Exchange, representing 8802326 voting shares of the company, accounting for 12.1331% of the total voting shares of the company. To sum up, there are 20 minority shareholders participating in the voting of the general meeting of shareholders by on-site and / or online voting, and the total number of voting shares representing the company is 13035480, accounting for 17.9681% of the total number of voting shares of the company.
2. Convener of the general meeting of shareholders
According to the disclosure of the meeting notice, the convener of this shareholders’ meeting is the board of directors of the company.
The lawyer of the firm verified that the qualification of shareholders (including shareholders’ agents) attending the on-site meeting of the general meeting of shareholders meets the provisions of relevant laws and regulations and the articles of association. The convener of this general meeting of shareholders is the board of directors of the company. According to the provisions of laws and regulations and the articles of association, the board of directors of the company has the right to convene this general meeting of shareholders.
In conclusion, our lawyers believe that the qualification of the personnel attending the general meeting of shareholders is legal and effective, and the qualification of the convener of the general meeting of shareholders is legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
After verification by our lawyers, the following proposals were considered at the shareholders’ meeting:
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2 proposal on the company’s plan to issue convertible corporate bonds to unspecified objects
2.01 types of securities issued
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.02 issuance scale
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.03 face value and issue price
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.04 bond term
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.05 bond interest rate
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.06 term and method of repayment of principal and interest
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxy attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders’ proxies attending the general meeting. Among them, the number of shares agreed by minority shareholders is 13035480, accounting for 100% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The objection is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders; The abstention is 0 shares, accounting for 0% of the effective voting shares of minority shareholders or their proxy representatives attending the general meeting of shareholders.
Avoidance of voting by shareholders: this proposal does not involve the need for avoidance of voting.
2.07 conversion period
Voting results: 53361566 shares were approved, accounting for 100% of the effective voting shares of all shareholders or shareholders’ proxy attending the shareholders’ meeting; The objection is 0 shares, accounting for all the shareholders attending the general meeting
