Beijing Jincheng Tongda law firm
About Raytron Technology Co.Ltd(688002)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
100004, floor 10, building a, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing
Tel: 01057068585 Fax: 01085150267
Beijing Jincheng Tongda law firm
About Raytron Technology Co.Ltd(688002)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Raytron Technology Co.Ltd(688002)
Entrusted by Raytron Technology Co.Ltd(688002) (hereinafter referred to as “the company”), Beijing Jincheng Tongda law firm appointed lawyer Huang Peng and lawyer Yu Yang (hereinafter referred to as “the lawyer”) to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and witness the legitimacy of the general meeting of shareholders.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of procedure of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting of shareholders”) and other relevant laws, regulations and normative documents, as well as the Raytron Technology Co.Ltd(688002) articles of Association (hereinafter referred to as the “articles of association”) Issued in accordance with the rules of procedure of Raytron Technology Co.Ltd(688002) shareholders’ meeting (hereinafter referred to as the “rules of procedure”).
In order to issue this opinion, our lawyers reviewed the relevant meeting documents and materials of the general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this 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, copies and other materials are consistent with the original materials.
In this opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law and other laws, regulations, normative documents, the articles of association and rules of procedure, We will not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals. The firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of 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 and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This opinion is only used for the purpose of legality 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 business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have witnessed the whole process of the shareholders’ meeting. The witness opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
On February 11, 2022, the 26th meeting of the second board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. On February 14, 2022, the company issued the notice of Raytron Technology Co.Ltd(688002) on convening the first extraordinary general meeting of shareholders in 2022 through designated media and online information disclosure platform. According to the above announcement, the company has issued a notice to all shareholders to convene the general meeting of shareholders.
The general meeting of shareholders was held as scheduled at 14:30 on March 3, 2022 in the conference room on the third floor of the whole machine building of the company (No. 11 Guiyang street, Yantai Economic and Technological Development Zone), presided over by Chairman Ma Hong.
Online voting time of the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 3, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders, i.e. March 3, 2022.
After verification, the general meeting of shareholders was convened by the board of directors of the company, and the content and release method of the notice of the general meeting of shareholders were in line with the provisions of the company law, the articles of association and the rules of procedure; The actual time, place and content of the shareholders’ meeting are consistent with the time, place and content of the announcement, and comply with the company law, the articles of association and the rules of procedure.
2、 About the qualifications of the personnel attending the general meeting of shareholders
A total of 18 shareholders and proxies voted on site and online, representing 154375831 shares, accounting for 34.69% of the total shares of the company. Among them, there are 8 shareholders and shareholder representatives who vote on site, representing 126863698 shares, accounting for 28.51% of the total shares of the company. There are 10 shareholders voting online, representing 27512133 shares, accounting for 6.18% of the total shares of the company.
Upon verification, the shareholders attending the shareholders’ meeting are the ordinary shareholders and agents of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the market on the afternoon of February 24, 2022.
The shareholders’ meeting was convened by the board of directors of the company. The directors and supervisors of the company attended the shareholders’ meeting. Some senior managers of the company and lawyers of the firm attended the shareholders’ meeting as nonvoting delegates.
In conclusion, the convener of this general meeting of shareholders and the above-mentioned personnel attending the meeting are in compliance with the provisions of the company law, rules of procedure and articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts on-site voting and online voting in accordance with relevant laws, regulations, normative documents and the provisions of the articles of association. After the online voting, SSE Information Network Co., Ltd. provided the company with the total number and statistics of this online voting.
The general meeting of shareholders will vote and monitor votes in accordance with the procedures specified in the articles of association and rules of procedure, and the voting results of on-site voting and online voting will be combined and counted.
(II) voting results
The proposal of the shareholders’ meeting and the proposal of the proxy of the shareholders’ meeting were included in the agenda of the shareholders’ meeting after verification.
There are 9 proposals included in the agenda of this shareholders’ meeting, and the specific voting results are as follows:
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects;
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2. Review the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects item by item; 2.1 type of issuance
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting;
821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.2 issuance scale
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.3 par value and issue price
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.4 bond term
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.5 bond interest rate
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.6 term and method of repayment of principal and interest
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.7 term of share conversion
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.8 determination and adjustment of share conversion price
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.9 downward correction clause of share conversion price
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting;
821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.10 how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.11 redemption terms
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.12 resale terms
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.13 dividend distribution after share conversion
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.14 issuance method and object
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.15 placement arrangement to original shareholders
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.16 matters related to bondholders’ meeting
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.17 purpose of the raised funds
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting;
821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.18 guarantee matters
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.19 deposit of raised funds
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
2.20 validity period of this issuance plan
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
3. Proposal on the plan for the company to issue convertible corporate bonds to unspecified objects;
Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
4. Proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects; Voting results: 153554663 shares were approved, accounting for 994680% of the shares held by all shareholders attending the meeting; 821168 shares opposed, accounting for 0.5320% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
5. Proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
