Beijing Zhonglun (Shenzhen) law firm
About Suntak Technology Co.Ltd(002815)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao H angzhou Hong Kong Tokyo London New York Los Angeles San Francisco
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 Suntak Technology Co.Ltd(002815)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Suntak Technology Co.Ltd(002815)
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 (hereinafter referred to as the "exchange") accepts the entrustment of Suntak Technology Co.Ltd(002815) (hereinafter referred to as the "company"), Appoint a lawyer to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") and express legal opinions on the convening and convening procedures, convener qualification, qualification 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 the shareholders' meeting, the board of directors of the company held a meeting on cninfo.com on January 27, 2022（ http://www.cn.info.com.cn./ ）The notice of Suntak Technology Co.Ltd(002815) on convening the first extraordinary general meeting of shareholders in 2022 was announced on the.
After inspection, such notice specifies the convening method, time and place of the meeting, fully discloses the contents of the meeting proposal, explains that shareholders have the right to attend and entrust agents 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.
Our lawyers believe that the convening procedures of the company's general meeting of shareholders comply with 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, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies in Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "detailed rules for the implementation of online voting") and other relevant laws Regulations, normative documents and the provisions of the Suntak Technology Co.Ltd(002815) 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 Suntak Technology Co.Ltd(002815) 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 at 14:30 p.m. on February 16, 2022 in conference room 14, third floor, No. 16 Suntak Technology Co.Ltd(002815) henggangxia street, Xinyu Road, Xinqiao street, Bao'an District, Shenzhen.
The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 16, 2022; The specific time of online 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 16, 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, the detailed rules for the implementation of online voting 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 34 shareholders and their proxies attended the shareholders' meeting and online voting, representing 585743716 shares, accounting for 66.8927% of the total share capital of the company.
1. A total of 14 shareholders and shareholders' agents attended the on-site meeting, representing 5674620 shares, accounting for 64.8064% of the total shares 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 Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, there are 20 shareholders participating in online voting within the effective time, with 18269096 representative shares, accounting for 2.0864% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. (II) other personnel attending the general meeting of shareholders
In addition to the above-mentioned shareholders, their agents and relevant intermediaries employed by the company, the directors, supervisors and senior managers of the company attended the on-site meeting of the general meeting of shareholders through on-site or 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's compliance with the conditions for non-public development of shares;
2. Proposal on the company's 2022 non-public stock development plan;
(1) Types and par value of the shares issued this time
(2) Issuing method and time
(3) Issuing object and subscription method
(4) Pricing base date, issue price and pricing principle
(5) Number of issues
(6) Restricted period
(7) Amount and purpose of raised funds
(8) Listing location
(9) Accumulated profit distribution arrangement before this non-public offering
(10) Validity period of the resolution on this non-public offering of shares
3. Proposal on the company's 2022 non-public stock development plan;
4. Proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022;
5. Proposal on the report on the use of the company's previously raised funds;
6. Proposal on the company's non-public development bank stock dilution immediate return, measures to fill the return and commitments of relevant subjects;
7. Proposal on the shareholder return plan for the next three years (2022-2024);
8. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of non-public development of shares of the company in 2022;
9. Proposal on adjusting the remuneration of independent directors;
10. Proposal on the company providing guarantee for wholly-owned subsidiaries.
(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 any objection to the voting results.
The company provides shareholders with online voting platform through Shenzhen Securities Information Co., Ltd. After the online voting, Shenzhen Securities Information 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 laws, regulations and normative documents such as the company law, the rules for the general meeting of shareholders and the detailed rules for the implementation of online voting, 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. The proposal 9 considered at the general meeting of shareholders is an ordinary resolution, which 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; Other proposals are special resolutions, which must be passed by more than two-thirds 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, all proposals of the general meeting of shareholders were passed. The specific deliberations are as follows:
1. Proposal on the company's eligibility for non-public offering of shares
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 585743716. The voting results were as follows: 585624816 shares agreed, 118900 against and 0 abstained. The number of approved shares accounted for 99.9797% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the shareholders' meeting and online voting, and the proposal was considered and adopted. Among them, the voting results of minority shareholders are: 18425396 shares agree, 118900 shares oppose and 0 shares abstain. The number of approved shares accounts for 99.3588% of the valid voting shares held by (on behalf of) minority shareholders (shareholder agents) attending the general meeting of shareholders and participating in online voting.
2. Proposal on the company's 2022 non-public stock development plan
(1) Types and par value of the shares 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 585743716. The voting results were as follows: 585624816 shares agreed, 118900 against and 0 abstained. The number of approved shares accounted for 99.9797% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the shareholders' meeting and online voting, and the proposal was considered and adopted. Among them, the voting results of minority shareholders are: 18425396 shares agree, 118900 shares oppose and 0 shares abstain. The number of approved shares accounts for 99.3588% of the valid voting shares held by (on behalf of) minority shareholders (shareholder agents) attending the general meeting of shareholders and participating in online voting.
(2) Issuing method and time
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 585743716. The voting results were as follows: 585624816 shares agreed, 118900 against and 0 abstained. The number of approved shares accounted for 99.9797% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the shareholders' meeting and online voting, and the proposal was considered and adopted. Among them, the voting results of minority shareholders are: 18425396 shares agree, 118900 shares oppose and 0 shares abstain. The number of approved shares accounts for 99.3588% of the valid voting shares held by (on behalf of) minority shareholders (shareholder agents) attending the general meeting of shareholders and participating in online voting.
(3) Issuing object and subscription method
In this proposal, the total number of effective voting shares held by shareholders (shareholders' agents) attending the shareholders' meeting and online voting is 585743716. The voting results were: 585625516 shares agreed, 118200 against and 0 abstained. The number of approved shares accounted for 99.9798% of the total number of effective voting shares held (represented) by shareholders (shareholders' agents) attending the shareholders' meeting and online voting, and the proposal was considered and adopted.
Among them, the voting results of minority shareholders are: 18426096 shares agree, 118200 shares oppose and 0 shares abstain. Percentage of agreed shares
