Beijing Zhonglun law firm
About Xiamen Sunrise Wheel Group Co.Ltd(002593)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February 2022
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Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Xiamen Sunrise Wheel Group Co.Ltd(002593)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Xiamen Sunrise Wheel Group Co.Ltd(002593)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Xiamen Sunrise Wheel Group Co.Ltd(002593) (hereinafter referred to as “the company”) to appoint its lawyers to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
In accordance with the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as “the rules for the general meeting of shareholders”) and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as “the detailed rules for the implementation of online voting at the general meeting of shareholders”) and other currently effective laws and regulations Normative documents, articles of Association (hereinafter referred to as “articles of association”) and rules.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing 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 and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, the voting procedures of the meeting and the voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the 24th Meeting of the 4th board of directors on January 26, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On January 27, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media designated by the CSRC, which discussed the time and place of the general meeting, the matters to be considered, the participants, the registration method of the meeting The name and telephone number of all shareholders are notified.
After examination, our lawyers believe that the time, method and content of the notice of the company’s general meeting of shareholders and the convening procedure of the company’s general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of Association.
2、 Convening of this general meeting of shareholders
1. The shareholders’ meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Thursday, February 17, 2022 in conference room 3 of the company, No. 30, Xinglin Xingbei Road, Jimei District, Xiamen. The general meeting of shareholders was presided over by Mr. Wu Ziwen, chairman of the company.
3. The online voting time of this general meeting of shareholders is February 17, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 17, 2022 to 15:00 p.m. on February 17, 2022.
After examination, our lawyers believe that the convening of the general meeting of shareholders is in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Qualification of attendees and conveners of the general meeting of shareholders
1. Shareholders attending the on-site meeting
According to the inspection, there are 10 shareholders and shareholder agents attending the on-site meeting of the company’s general meeting, representing 408592961 voting shares, accounting for 50.8290% of the total voting shares of the company. They are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and agents attending the on-site meeting of the general meeting of shareholders, our lawyers believe that the shareholders and agents attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications.
2. Shareholders participating in online voting
According to the network data provided by Shenzhen Stock Exchange, a total of 6 shareholders participated in the online voting at the shareholders’ meeting. The qualification of shareholders participating in the voting through the online voting system has been verified by the trading system of Shenzhen Stock Exchange. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
3. Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and other senior managers and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates.
4. The convener of this general meeting of shareholders is the board of directors of the company.
After examination, our lawyers believe that the qualifications of the attendees and conveners of this general meeting of shareholders are in line with the provisions of the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the notice of shareholders’ meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the voting activities, the company counted the voting results and announced them on the spot by the host of the meeting.
After witnessing, the lawyer of the firm confirmed that the following proposals were considered and passed at the general meeting of shareholders:
1. Proposal on the election of non independent directors of the 5th board of directors of the company
This proposal is elected by cumulative voting. The specific voting conditions are as follows:
1.01 elect Mr. Wu Ziwen as a non independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
1.02 elect Mr. Wu Zhiliang as a non independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
1.03 elect Mr. Wu Weiyuan as a non independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
1.04 elect Mr. Huang Xuecheng as a non independent director of the 5th board of directors of the company
Voting results: 408637963 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45002 shares were agreed, accounting for 10.3859% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
2. Proposal on the election of independent directors of the 5th board of directors of the company
This proposal is elected by cumulative voting. The specific voting conditions are as follows:
2.01 elect Ms. Huang Hui as an independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
2.02 elect Mr. Chen Shoude as an independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
2.03 elect Mr. Liao Shanhai as an independent director of the 5th board of directors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
3. Proposal on the election of shareholders’ representative supervisors of the Fifth Board of supervisors of the company
This proposal is elected by cumulative voting. The specific voting conditions are as follows:
3.01 elect Mr. Zhang Wenqing as the shareholder representative supervisor of the Fifth Board of supervisors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
3.02 elect Mr. LAN Rijin as the shareholder representative supervisor of the Fifth Board of supervisors of the company
Voting results: 408637961 shares were approved, accounting for 99.9051% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed.
Voting results of small and medium-sized investors: 45000 shares were agreed, accounting for 10.3854% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
4. Proposal on the director’s allowance standard of the 5th board of directors of the company
Voting results: 408646961 shares were approved, accounting for 99.9073% of the valid voting shares held by shareholders attending the meeting; 379300 opposed shares, accounting for 0.0927% of the valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 54000 shares were agreed, accounting for 12.4625% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 379300 shares, accounting for 87.5375% of the valid voting shares held by minority shareholders attending the meeting; Waiver 0
