Legal opinion of Zhejiang heyiguanda law firm
Zhejiang Heyi Guanda law firm
About Ningbo Sunlight Electrical Appliance Co.Ltd(002473)
Of the second extraordinary general meeting of shareholders in 2021
Legal opinion
To: Ningbo Sunlight Electrical Appliance Co.Ltd(002473)
Zhejiang heyiguanda law firm (hereinafter referred to as "the firm") has accepted the entrustment of Ningbo Sunlight Electrical Appliance Co.Ltd(002473) (hereinafter referred to as "the company") to appoint its lawyers to attend the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the general meeting of shareholders") held by the company on December 24, 2021, and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") ）This legal opinion is issued in accordance with the relevant provisions of laws, regulations and normative documents such as 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 Ningbo Sunlight Electrical Appliance Co.Ltd(002473) articles of Association (hereinafter referred to as the "articles of Association").
In order to issue this legal opinion, our lawyers attended the shareholders' meeting and reviewed the documents related to the shareholders' meeting provided by the company. After verification by our lawyers, the copies or copies of these documents are consistent with the original or the original.
Our lawyers agree to take this legal opinion as the announcement material of the company's general meeting of shareholders, announce it together with other documents to be announced, and be responsible for the legal opinions expressed by our lawyers according to law.
This legal opinion is only issued on the relevant legal matters involved in the company's general meeting of shareholders. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers issued the following legal opinions on the general meeting of shareholders:
Legal opinion of Zhejiang heyiguanda law firm
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
1. The shareholders' meeting was convened by the resolution made at the 35th meeting of the Fourth Board of directors held on December 8, 2021. The board of directors of the company has published in the securities times on December 9, 2021 The notice of convening the general meeting of shareholders, namely Ningbo Sunlight Electrical Appliance Co.Ltd(002473) notice on convening the second extraordinary general meeting of shareholders in 2021, was announced on www.cn. Info. Com.. CN. And the website of Shenzhen Stock Exchange (www.cn. Info. Com.. CN.) and on December 15, 2021, it was published in the securities times, www.cn. Info. CN. And the website of Shenzhen Stock Exchange (www.szse. CN.) announced the supplementary notice on convening this general meeting of shareholders, namely Ningbo Sunlight Electrical Appliance Co.Ltd(002473) announcement on convening the second extraordinary general meeting of shareholders in 2021.
2. The above notice lists the time and place of the shareholders' meeting, the proposals submitted to the meeting for deliberation, the qualifications of participants, the company's contact number and contact person, etc.
（2） Convening of this general meeting of shareholders
1. The general meeting of shareholders will be held on December 24, 2021 according to the time, place and method notified by the above meeting.
2. All the agenda of the shareholders' meeting was completed, and the staff of the board of directors made records of the shareholders' meeting on the spot, which were signed by the directors attending the meeting, the Secretary of the board of directors and the recorder.
After verification, our lawyers 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, regulations, normative documents and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(i) Qualification of personnel attending the general meeting of shareholders
1. The persons attending the general meeting of shareholders include:
(1) As of December 17, 2021, after the closing of Shenzhen Stock Exchange, all shareholders and entrusted agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd;
(2) Some directors, supervisors and senior managers of the company.
2. A total of 1 shareholder and entrusted agent attended the on-site meeting of the general meeting of shareholders, representing the shares
Legal opinion of Zhejiang heyiguanda law firm
29000000 shares, accounting for 18.1250% of the total shares of the company on the equity registration date.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders and shareholder agents voting through the network, accounting for 30.5295% of the total shares of the company on the equity registration date.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
（2） Qualifications of the convener of the general meeting of shareholders
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedures of the general meeting of shareholders
The general meeting of shareholders voted on the proposals contained in the notice of the meeting, namely, the proposal on the election of non independent directors of the Fifth Board of directors, the proposal on the election of independent directors of the Fifth Board of directors and the proposal on the election of shareholders' representative supervisors of the Fifth Board of supervisors, by combining on-site voting and online voting, and effectively adopted the proposal.
After verification, our lawyers believe that the voting procedures of the proposal comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
（2） Voting results of the general meeting of shareholders
After verification, our lawyers believe that the voting procedure and number of votes on the proposal at the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener, 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 other laws, regulations, normative documents and the articles of association, The resolution of the general meeting of shareholders is legal and valid.
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Legal opinion of Zhejiang heyiguanda law firm
(there is no text on this page, which is the signature page of the legal opinion of Zhejiang heyiguanda law firm on the second extraordinary general meeting of shareholders in Ningbo Sunlight Electrical Appliance Co.Ltd(002473) 2021)
Person in charge of Zhejiang heyiguanda law firm:
Tong Quankang
Handling lawyer:
Chen Nong
Handling lawyer:
Lin qunchao
December 24, 2021
