Beijing Deheng Law Firm
about
Visionox Technology Inc(002387)
Of the 11th extraordinary general meeting of shareholders in 2021
Legal opinion
12 / F, block B, Fukai building, 19 Financial Street, Xicheng District, Beijing
Tel: + 86 10 5268 2888 Fax: + 86 10 5268 2999 zip code: 100033
Beijing Deheng Law Firm
about
Visionox Technology Inc(002387)
Of the 11th extraordinary general meeting of shareholders in 2021
Legal opinion
Deheng 02g20190351-00020 to: Visionox Technology Inc(002387)
Entrusted by Visionox Technology Inc(002387) (hereinafter referred to as " Visionox Technology Inc(002387) " or "the company"), Beijing Deheng Law Firm (hereinafter referred to as "the firm") appointed the handling lawyer of the firm to attend the 11th extraordinary general meeting of shareholders in 2021 held by the company at 14:30 p.m. on Thursday, December 23, 2021 at the second floor of Huanyang building, building 7, yard 1, Shangdi East Road, Haidian District, Beijing (hereinafter referred to as "this shareholders' meeting"), witness the legality of this shareholders' meeting and issue this legal opinion.
The handling lawyer of the exchange shall, in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and 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 of the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules of the general meeting of shareholders") ）And other currently effective laws, regulations and normative documents, as well as the relevant provisions of the Visionox Technology Inc(002387) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, the handling lawyer of the firm has reviewed the relevant documents and materials of the company's general meeting of shareholders. The handling lawyer of the firm has been guaranteed by the company that he has provided the materials that the handling lawyer of the firm considers necessary for issuing this legal opinion, and the raw materials, copies, copies, oral testimony and other materials provided are true, accurate and reliable Complete requirements, without any concealment or omission, and the relevant copies, copies and other materials are consistent with the original materials.
In order to issue this legal opinion, the handling lawyer of the office has examined the following contents, including but not limited to:
1. Convening and convening procedures of the general meeting of shareholders;
2. Qualification of the persons attending the general meeting of shareholders and the convener of the meeting;
3. Voting procedures and voting results of the general meeting of shareholders;
4. Whether the voting results of the general meeting of shareholders include the proposals not included in the agenda of the meeting in the notice on convening the eleventh extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "notice").
In order to issue this legal opinion, the firm and its handling lawyer declare as follows:
1. The exchange and its handling lawyers shall act 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 (for Trial Implementation) And the facts that have occurred or exist before the date of issuance of this legal opinion, strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the issued concluding opinions are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities, unless the exchange can prove that it is not at fault.
2. The facts that have occurred or existed before the date of issuance of this legal opinion by the handling lawyer of the office and the people's Republic of China (this legal opinion is only for the purpose of differential expression, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) express legal opinions on the current laws, regulations, departmental rules, other normative documents, and the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange.
3. This legal opinion is only for the purpose of this general meeting of shareholders of the company, and shall not be used for any other purpose without the written consent of the exchange and its handling lawyer.
4. The exchange and its handling lawyer agree to take this legal opinion as a necessary announcement document of the company's general meeting of shareholders and announce it together with other documents.
5. In this legal opinion, the handling lawyer of the firm only expresses opinions on whether 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 company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, Do not express opinions on the contents of the proposals of the shareholders' meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
The handling lawyers of the firm shall act in accordance with the securities law, rules for the general meeting of shareholders, measures for the administration of securities legal business of law firms, rules for the practice of securities legal business of law firms (for Trial Implementation) and the articles of association Based on the verification and verification of the relevant documents and facts provided by the company in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the following legal opinions are hereby issued:
1、 Convening and convening procedures of the general meeting of shareholders
The handling lawyers of the firm have adopted the following verification methods, including but not limited to: 1. Log in to the website of cninfo (www.cn. Info. Com.. CN.) to inquire about the announcement of the general meeting of shareholders; 2. Check the materials of the 12th meeting of the sixth board of directors of the company; 3. Check the notice of the general meeting of shareholders and the convening of the on-site meeting of the company; etc.
On the basis of careful verification, the handling lawyer of the firm issued the following legal opinions:
After verification by the lawyers in charge of the office, the 12th meeting of the sixth board of directors of the company was held on December 7, 2021, which resolved to convene the shareholders' meeting, and announced the notice on cninfo.com.cn on December 8, 2021.
The board of directors of the company has made a resolution on the convening of the general meeting of shareholders and notified it in the form of announcement 15 days before the convening of the general meeting of shareholders. The notice specifies the time, place, deliberation items, participants and registration methods of the shareholders' meeting, and explains the equity registration date of shareholders entitled to attend the meeting and their right to entrust agents to attend the meeting and vote.
The shareholders' meeting was held by combining on-site voting and online voting. The site meeting was held on December 23, 2021 (Thursday) at 14:30 p.m. on the second floor of Huanyang building, building 7, yard 1, Shangdi East Road, Haidian District, Beijing; in the online voting, the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on December 23, 2021; through the Internet voting system of Shenzhen Stock Exchange (wltp. CN. Info. Com.. CN.) shall vote at any time from 9:15 a.m. on December 23, 2021 to 15:00 p.m. on December 23, 2021.
The handling lawyer of the firm believes that the convening and convening procedures of the general meeting of shareholders comply with relevant laws, regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
The handling lawyers of the exchange have adopted the following verification methods, including but not limited to: 1. Check the copy of business license, power of attorney, ID card of attendees and securities account certification materials of corporate shareholders; 2. Check the attendance form of the general meeting of shareholders; 3. Check the identity information of shareholders according to the electronic register of all shareholders of the company provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch; wait.
On the basis of careful verification, the handling lawyer of the firm issued the following legal opinions:
After verification by the lawyers in charge of the exchange, there were 4 shareholders and their entrusted agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares representing the company was 400981047, accounting for 29.0033% of the total shares of the company. According to the online voting statistics of the general meeting of shareholders, 42 shareholders voted through the online voting system, and the number of voting shares representing the company was 145172688, accounting for 10.5004% of the total shares of the company. 46 minority investor shareholders attended the on-site meeting of the general meeting of shareholders and voted through the online voting system, and the number of voting shares representing the company was 546153735, accounting for 39.5037% of the total shares of the company.
Some directors, some supervisors and some senior managers of the company attended the general meeting of shareholders by video due to work reasons or the needs of epidemic prevention and control. Some directors, some supervisors and some senior managers were unable to attend the general meeting of shareholders due to work reasons. The handling lawyers of the exchange attended the general meeting of shareholders as nonvoting delegates.
In conclusion, the handling lawyer of the firm believes that the qualification of the attendees of the general meeting of shareholders meets the provisions of relevant laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of relevant laws, regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
The handling lawyers of the exchange have adopted the following verification methods, including but not limited to: 1. Check the voting votes and voting summary of the on-site deliberation proposals at the shareholders' meeting; 2. Supervise the on-site voting and counting of votes at the shareholders' meeting; 3. Check the minutes and resolutions of the shareholders' meeting; 4. Check the online voting statistical table of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; wait.
On the basis of careful verification, the handling lawyer of the firm issued the following legal opinions:
The general meeting of shareholders adopted the combination of on-site voting and online voting to consider the proposals requiring voting listed in the notice of the meeting. The on-site meeting voted by open ballot, and the shareholder representatives, supervisor representatives and the office lawyers of the exchange were jointly responsible for counting and monitoring the votes, and announced the voting results at the meeting.
The voting results of the proposals considered at the shareholders' meeting are as follows:
(i) Proposal on providing counter guarantee for holding subsidiary company's application for bank loan
Voting result: adopted. The proposal is voted by non cumulative voting. The shareholders and their proxies attending the on-site meeting and online voting agree with 539847141 shares, oppose 6306094 shares and abstain from 500 shares, The number of approved shares accounts for 98.8453% of the total voting shares (including online voting) attending the meeting. (the above proposal shall be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) attending the general meeting of shareholders.)
Among them, the voting results of small and medium-sized investors are: 8116506 shares in favor, 6306094 shares against and 500 shares abstained, accounting for 56.2744% of the total voting shares (including online voting) of small and medium-sized investors attending the meeting.
（2） Proposal on providing counter guarantee for comprehensive credit business of holding subsidiaries
Voting result: adopted. The proposal is voted by non cumulative voting. The shareholders and their proxies attending the on-site meeting and online voting agree with 539847141 shares, oppose 6306094 shares and abstain from 500 shares, The number of approved shares accounts for 98.8453% of the total voting shares (including online voting) attending the meeting. (the above proposal shall be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) attending the general meeting of shareholders.)
Among them, the voting results of small and medium-sized investors are: 8116506 shares in favor, 6306094 shares against and 500 shares abstained, accounting for 56.2744% of the total voting shares (including online voting) of small and medium-sized investors attending the meeting.
（3） Proposal on providing guarantee for holding company's financial leasing business
Voting result: adopted. The proposal is voted by non cumulative voting. The shareholders and their proxies attending the on-site meeting and online voting agree with 539847141 shares, oppose 6306094 shares and abstain from 500 shares, The number of approved shares accounts for 98.8453% of the total voting shares (including online voting) attending the meeting. (the above proposal shall be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) attending the general meeting of shareholders.)
Among them, the voting results of small and medium-sized investors are: 8116506 shares in favor, 6306094 shares against and 500 shares abstained, accounting for 56.2744% of the total voting shares (including online voting) of small and medium-sized investors attending the meeting.
（4） Proposal on providing guarantee for holding subsidiaries to carry out financial leasing business
Voting result: adopted. The proposal is voted by non cumulative voting. The shareholders and their proxies attending the on-site meeting and online voting agree with 539847141 shares, oppose 6306094 shares and abstain from 500 shares, The number of approved shares accounts for 98.8453% of the total voting shares (including online voting) attending the meeting. (the above proposal shall be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) attending the general meeting of shareholders.)
Among them, the voting results of small and medium-sized investors are: 8116506 shares in favor, 6306094 shares against and 500 shares abstained, accounting for 56.2744% of the total voting shares (including online voting) of small and medium-sized investors attending the meeting.
After verification by the lawyer in charge of the office, the on-site meeting resolution of the general meeting of shareholders shall be signed by the shareholders attending the meeting, and the meeting minutes shall be signed or sealed by the directors, supervisors, Secretary of the board of directors, convener, scrutineer and host of the meeting.
The handling lawyer of the firm believes that the voting procedures and results of the general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association, and the voting results are legal and effective.
4、 The voting results of this shareholders' meeting do not include the notice
