Guohao law firm (Guiyang)
Legal opinion on the first extraordinary general meeting of shareholders in 2022
Guohao law firm (Guiyang) (hereinafter referred to as "the firm") accepted the entrustment of Vontron Technology Co.Ltd(000920) (hereinafter referred to as " Vontron Technology Co.Ltd(000920) ") and appointed lawyers song Shiyang and Yang Bo to attend the first extraordinary general meeting of shareholders in Vontron Technology Co.Ltd(000920) 2022 (hereinafter referred to as "the general meeting of shareholders") to conduct on-site inspection on relevant legal matters of the general meeting of shareholders, And issue this legal opinion.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the Vontron Technology Co.Ltd(000920) articles of Association (hereinafter referred to as the "articles of Association"), the lawyers of the firm have conducted a thorough investigation on the convening and convening procedures of the general meeting of shareholders, as well as the qualifications of the participants and conveners, The voting procedures, voting results and other relevant legal matters of the meeting have been verified, and the legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
Vontron Technology Co.Ltd(000920) the board of directors published the notice of Vontron Technology Co.Ltd(000920) on convening the first extraordinary general meeting of shareholders in 2022 on the securities times and cninfo on February 9, 2022, announcing the time, place, method, deliberation matters, qualification of participants, meeting registration measures and other relevant matters of the general meeting of shareholders within the legal period, The contents of all proposals were fully disclosed according to law, and the company disclosed the suggestive announcement on the shareholders' meeting on February 23, 2022.
The shareholders' meeting was held in the form of a combination of on-site meeting and online voting. There was no case of modifying the original proposal or proposing a new proposal at the shareholders' meeting. The directors attending the meeting, the Secretary of the board of directors, the representative of the convener and the chairman of the meeting have signed the meeting minutes and ensure that the contents of the meeting minutes are true, accurate and complete. The directors attending the meeting have signed the resolutions of the meeting.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
After checking the register of Vontron Technology Co.Ltd(000920) shareholders on the equity registration date (February 18, 2022), the identity certificates, power of attorney and registration register of shareholders attending the meeting, our lawyers verified that there were 8 shareholders and authorized representatives of shareholders attending the meeting, representing 181008000 shares, Accounting for 42.8929% of the total voting shares of Vontron Technology Co.Ltd(000920) . Among them, there are 3 shareholders and authorized representatives of shareholders who vote on site, representing 180443300 shares, accounting for 42.7591% of the total number of Vontron Technology Co.Ltd(000920) voting shares. Five shareholders voted online, representing 564700 shares, accounting for 0.1338% of the total voting shares of Vontron Technology Co.Ltd(000920) .
Attendance of shareholders other than Vontron Technology Co.Ltd(000920) directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of Vontron Technology Co.Ltd(000920) shares (hereinafter referred to as "minority shareholders"): 7 shareholders and authorized representatives of shareholders voting on site and online, representing 1068000 shares, accounting for 0.2531% of the total voting shares of Vontron Technology Co.Ltd(000920) . Among them, there are 2 Shareholders and authorized representatives of shareholders who vote on site, representing 503300 shares, accounting for 0.1193% of the total number of Vontron Technology Co.Ltd(000920) voting shares. There are 5 shareholders voting online, representing 564700 shares, accounting for 0.1338% of the total number of Vontron Technology Co.Ltd(000920) voting shares. They are all Vontron Technology Co.Ltd(000920) shareholders registered after the closing of Shenzhen Stock Exchange on February 18, 2022 or their authorized representatives. Also present at the shareholders' meeting were Vontron Technology Co.Ltd(000920) directors, supervisors, senior managers and relevant personnel.
The convener of this general meeting of shareholders is the Vontron Technology Co.Ltd(000920) board of directors.
Our lawyers believe that the qualifications of the persons attending the general meeting of shareholders and the convener of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting adopted a combination of on-site voting and online voting, and made the following resolutions:
(I) the proposal on Amending the articles of association was deliberated and adopted
The proposal has been approved by more than 2 / 3 of the total number of effective voting shares.
180584700 shares were approved, accounting for 99.7661% of the total number of valid voting shares attending the general meeting of shareholders; Against 423300 shares, accounting for 0.2339% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
(II) the proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers was deliberated and adopted
Agree to 181008000 shares, accounting for 100% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
The voting of minority shareholders is as follows:
1068000 shares agreed, accounting for 100% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(III) election of directors of the seventh board of directors of the company
Mr. Cai Zhiqi, Mr. Jin Yan and Mr. Tong Yifan are elected as directors of the company by cumulative voting. The specific voting conditions are as follows:
1. Mr. Cai Zhiqi was elected as a director of the seventh board of directors of the company
180753300 election votes were obtained, accounting for 99.8593% of the total voting shares held by shareholders attending the general meeting of shareholders.
The voting of minority shareholders is as follows:
813300 electoral votes were obtained, accounting for 76.1517% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
2. Mr. Jin Yan was elected as a director of the seventh board of directors of the company
180443300 election votes were obtained, accounting for 99.6880% of the total voting shares held by shareholders attending the general meeting of shareholders.
The voting of minority shareholders is as follows:
503300 electoral votes were obtained, accounting for 47.1255% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
3. Mr. Tong Yifan was elected as a director of the seventh board of directors of the company
180020000 electoral votes were obtained, accounting for 99.4542% of the total voting shares held by shareholders attending the general meeting.
The voting of minority shareholders is as follows:
80000 electoral votes were obtained, accounting for 7.4906% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(IV) election of independent directors of the seventh board of directors of the company
Mr. Zhu Shan, Mr. Xu Xiang and Mr. Liang Yu are elected as independent directors of the company by cumulative voting. The specific voting conditions are as follows:
1. Mr. Zhu Shan was elected as an independent director of the seventh board of directors of the company
180443300 election votes were obtained, accounting for 99.6880% of the total voting shares held by shareholders attending the general meeting of shareholders.
The voting of minority shareholders is as follows:
503300 electoral votes were obtained, accounting for 47.1255% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
2. Mr. Xu Xiang was elected as an independent director of the seventh board of directors of the company
180753300 election votes were obtained, accounting for 99.8593% of the total voting shares held by shareholders attending the general meeting of shareholders.
The voting of minority shareholders is as follows:
813300 electoral votes were obtained, accounting for 76.1517% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
3. Mr. Liang Yu was elected as an independent director of the seventh board of directors of the company
180020000 electoral votes were obtained, accounting for 99.4542% of the total voting shares held by shareholders attending the general meeting.
The voting of minority shareholders is as follows:
80000 electoral votes were obtained, accounting for 7.4906% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(V) election of supervisors of the seventh board of supervisors of the company
Mr. Weng Shiming and Ms. Hu Xiaofeng are elected as supervisors of the company by cumulative voting. The specific voting conditions are as follows:
1. Mr. Weng Shiming was elected as the supervisor of the 7th board of supervisors of the company
180753300 election votes were obtained, accounting for 99.8593% of the total voting shares held by shareholders attending the general meeting of shareholders.
2. Ms. Hu Xiaofeng was elected as the supervisor of the 7th board of supervisors of the company
180443300 election votes were obtained, accounting for 99.6880% of the total voting shares held by shareholders attending the general meeting of shareholders.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting comply with the relevant laws, regulations, normative documents and the articles of association, and the resolutions of the general meeting of shareholders are legal and effective.
Our lawyers agree to Vontron Technology Co.Ltd(000920) submit this legal opinion together with the relevant materials of the shareholders' meeting to Shenzhen stock exchange for public disclosure.
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Vontron Technology Co.Ltd(000920) 2022)
Handling lawyer of Guohao law firm (Guiyang) (signature):
(official seal)
Head of Guohao law firm (Guiyang) (signature):
February 25, 2022
