Beijing Guofeng law firm
About Runjian Co.Ltd(002929)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0066
To: Runjian Co.Ltd(002929) (your company)
Beijing Guofeng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of your company to appoint our lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue this legal opinion.
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”), 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 measures for the administration of legal firms engaged in securities legal business (hereinafter referred to as the “administrative measures”) In accordance with the relevant provisions of the practicing rules for securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “practicing rules”) and the Runjian Co.Ltd(002929) articles of Association (hereinafter referred to as the “articles of association”), we appoint lawyers to attend the general meeting of shareholders of your company and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this shareholders’ meeting of your company and issued legal opinions in accordance with the requirements of the rules of shareholders’ meeting and the management measures; There are no false records, seriously misleading statements and major omissions in this legal opinion.
Our lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion is only for the purpose of the general meeting of shareholders of your company, and shall not be used for any other purpose.
In accordance with the relevant requirements of the rules of the general meeting of shareholders, the management measures and the practice rules, 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 matters provided by your company (hereinafter referred to as “inspection”), and now issue the following legal opinions: I. convening of this meeting Convening procedure
(I) convening of this meeting
Upon inspection, the general meeting of shareholders was convened by the board of directors of your company. The board of directors of your company was on cninfo.com on February 16, 2022（ http://www.cn.info.com.cn. ）The notice of Runjian Co.Ltd(002929) on convening the second extraordinary general meeting of shareholders in 2022 was publicly released, and the relevant meeting documents of the general meeting of shareholders were publicly released. The above announcement of your company specifies the time and place of the shareholders’ meeting, the shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights, the equity registration date and registration method of the shareholders who have the right to attend the shareholders’ meeting, the contact address, contact person, the specific operation process of online voting, etc., and lists the deliberations of the shareholders’ meeting, And fully disclosed the contents of the proposal.
(II) convening of this meeting
The general meeting of shareholders was held at 14:30 p.m. on March 3, 2022 in conference room 4501, Fuli yingkai Plaza, No. 16, Huaxia Road, Zhujiang New Town, Guangzhou, Guangdong Province. The time, place and method of the meeting were consistent with the notice of the meeting. The on-site meeting of the general meeting of shareholders is presided over by Mr. Li Jianguo, chairman of your company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
(I) convener of this meeting
It is verified that the convener of this general meeting of shareholders is the board of directors of your company, and has the qualification of convener of general meeting of shareholders specified in laws and regulations, normative documents and the articles of association.
(II) qualification of participants
1. Shareholders and their agents attending the on-site meeting
According to the identity certificate and power of attorney of shareholders attending the on-site meeting, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, with 149740184 representative shares, accounting for 654612% of the total shares of your company.
2. Shareholders and their proxies participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 5 shareholders and shareholder agents who effectively vote through the online voting system during the online voting time of the general meeting of shareholders, representing 171063 shares, accounting for 0.0748% of the total shares of your company.
3. Other personnel attending the on-site meeting
The on-site meeting of the general meeting of shareholders was also attended by the Secretary of the board of directors, some directors, supervisors, senior managers and the handling lawyers of the exchange.
Upon inspection, there are 9 shareholders and their proxies attending the on-site meeting of the general meeting of shareholders and voting through the Internet, representing 14991147 shares, accounting for 655359% of the total shares of your company.
It is verified that the shareholders and authorized agents attending and voting at this general meeting of shareholders are all the shareholders of your company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the transaction at 15:00 p.m. of Shenzhen Stock Exchange on February 24, 2022.
Upon inspection, the qualifications of the above-mentioned personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the provisions of relevant laws, regulations, normative documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
At this meeting, your company will vote on the proposals listed in the announced meeting notice by means of on-site voting and online voting.
The matters considered and voted at the on-site meeting of the general meeting of shareholders are all the proposals listed in the notice of the meeting announced by your company. The meeting is voted by open ballot, and the votes are counted and monitored according to the provisions of the articles of association. The voting results are announced on the spot. The shareholders and shareholders’ agents present at the meeting have no objection to the voting results. The meeting did not consider matters other than the meeting notice and announcement.
Your company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Shareholders participating in online voting conducted online voting through the voting platform. Your company made statistics on the online voting of the proposal of the general meeting of shareholders according to the online voting results provided by Shenzhen Securities Information Co., Ltd.
(II) voting results of this meeting
After deliberation item by item and in accordance with the voting procedures stipulated in the articles of association and the rules of procedure of the general meeting of shareholders, the following proposals were voted:
1. The proposal on providing guarantee for comprehensive bank credit obtained by Boshen consulting was deliberated and adopted
Voting results: 149908747 shares were approved, accounting for 999983% of the shares held by all shareholders attending the meeting; Oppose 2500 shares, accounting for 0.0017% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders were: 5763773 shares were agreed, accounting for 999566% of the shares held by minority shareholders attending the meeting; Oppose 2500 shares, accounting for 0.0434% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The lawyers of the firm, the two shareholders’ representatives elected on site and the supervisor’s representative are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. According to the requirements of the rules for the general meeting of shareholders of listed companies, all the above proposals will count the votes of small and medium-sized investors separately and disclose the voting results separately.
After verification, the above proposal was passed by more than half of the effective voting rights held by the shareholders or shareholders’ agents attending the general meeting of shareholders.
In conclusion, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with relevant laws and regulations, the rules of general meeting of shareholders and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening, convening procedures, convener qualifications, personnel qualifications attending the general meeting of shareholders, as well as the voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the resolutions of the meeting are legal and effective.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the second extraordinary general meeting of shareholders in Runjian Co.Ltd(002929) 2022)
person in charge:
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm:
Zhou Changlong
Deng Yuanyue
March 3, 2022
