Beijing Zhonglun law firm
About Ningbo Sunrise Elc Technology Co.Ltd(002937)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
March, 2002
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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, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Ningbo Sunrise Elc Technology Co.Ltd(002937)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Ningbo Sunrise Elc Technology Co.Ltd(002937)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) issued by the China Securities Regulatory Commission, Entrusted by Ningbo Sunrise Elc Technology Co.Ltd(002937) (hereinafter referred to as “the company” or ” Ningbo Sunrise Elc Technology Co.Ltd(002937) “), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appoints its lawyers to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness and give legal opinions on relevant matters of the general meeting of shareholders. Due to the recent infection prevention and control of New Coronavirus infection, in order to prevent staff from gathering and centralization, the shareholders’ meeting and shareholders’ representatives, some directors, supervisors and senior managers were unable to participate in the video conference. In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to:
1. The current articles of Association;
2. The company published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on February 15, 2022 Announcement of Ningbo Sunrise Elc Technology Co.Ltd(002937) on the notice of convening the first extraordinary general meeting of shareholders in 2022;
3. The register of shareholders on the equity registration date (February 24, 2022) of the company’s general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
4. Meeting documents of the company’s general meeting of shareholders.
In accordance with the relevant requirements of laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the legal issues related to the convening and convening of the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
1. According to the resolutions of the 18th meeting of the third board of directors and the relevant provisions of the articles of association, the board of directors of the company made an announcement in the form of securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on February 15, 2022 The notice of the general meeting of shareholders scheduled to be held on March 2, 2022 is published on the website, which lists the time and place of the meeting, participants, matters to be considered and ways of participation.
2. At 14:00 p.m. on March 2, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in the conference room on the 4th floor of building Ningbo Sunrise Elc Technology Co.Ltd(002937) 2, No. 1511, Lu’an Road, Changhe Town, Cixi City, Zhejiang Province. The actual time and place of the meeting were consistent with the contents specified in the meeting notice.
3. According to the notice of the shareholders’ meeting, the online voting time of the shareholders’ meeting is as follows: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 2, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 2, 2022. 4. The general meeting of shareholders was convened by the board of directors of the company and presided over by the chairman, Mr. Zhang Zhongliang.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association. The convener of this general meeting of shareholders is the board of directors of the company, and the qualification of the convener is legal and valid.
2、 Qualification of personnel attending the general meeting of shareholders
1. After checking the register of shareholders of the company on the equity registration date of the general meeting of shareholders, the identity certificates of shareholders attending the general meeting of shareholders, the identity certificates of legal person / executive partner representatives and / or power of attorney and other documents, our lawyer confirmed that there were 8 shareholders and shareholder representatives (or agents) attending the on-site meeting of the general meeting of shareholders, The number of shares of the representative company is 170118011, accounting for 571774% of the total shares of the company on the equity registration date. 2. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 2 shareholders voting through online voting, representing 237360 shares of the company, accounting for 0.0798% of the total shares of the company on the equity registration date.
3. The directors, supervisors and some senior managers of the company attended or attended the general meeting of shareholders through on-site and video communication.
4. Our lawyers attended the general meeting of shareholders through on-site and video communication.
Our lawyers believe that the qualifications of the above-mentioned personnel attending and attending the meeting as nonvoting delegates are legal and valid, and comply with the provisions of relevant laws, regulations and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
1. Witnessed by our lawyers, the shareholders’ meeting deliberated the proposals listed in the meeting notice according to the meeting agenda, and voted by combining on-site voting and online voting.
2. No new proposals were put forward by the attendees of the general meeting of shareholders.
3. Witnessed by our lawyers, the meeting counted and monitored votes in accordance with the provisions of the articles of association. The chairman of the meeting announced the voting results on the spot, and the shareholders and their representatives (or agents) attending the shareholders’ meeting did not raise objections to the voting results.
4. The following proposals were adopted at the shareholders’ meeting:
(1) The proposal on industrial related party transactions was examined and approved
Voting results: 170309971 shares were approved, accounting for 999734% of the shares held by all shareholders attending the meeting; Against 45400 shares, accounting for 0.0267% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
The voting of minority shareholders is as follows:
191960 shares were approved, accounting for 808729% of the shares held by minority shareholders attending the meeting; Against 45400 shares, accounting for 191271% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(2) The proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked was deliberated and adopted
Voting results: 170309971 shares were approved, accounting for 999734% of the shares held by all shareholders attending the meeting; Against 45400 shares, accounting for 0.0267% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
The voting of minority shareholders is as follows:
191960 shares were approved, accounting for 808729% of the shares held by minority shareholders attending the meeting; Against 45400 shares, accounting for 191271% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The lawyers of the firm believe that the voting 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 and other relevant laws, regulations and the articles of association, and the voting procedures and voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening, convening procedures, convener qualifications, personnel qualifications, voting procedures and voting results of the company’s general meeting of shareholders comply with the provisions of laws, regulations and the articles of association. The resolutions of the general meeting of shareholders of the company are legal and valid.
This legal opinion is only for the purpose of the company’s current general meeting of shareholders. Our lawyers agree to announce this legal opinion together with the resolution of the company’s current general meeting of shareholders and other information disclosure materials.
This legal opinion is made in triplicate, which shall come into force after being signed by the handling lawyer of this office and sealed by this office. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Ningbo Sunrise Elc Technology Co.Ltd(002937) 2022)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Jia Hailiang
Handling lawyer:
Jian Qun Wang
specific date
