Beijing Zhonglun (Shanghai) law firm
About Shandong Yuma Sun-Shading Technology Corp.Ltd(300993)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Legal opinion
6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 2160613666 Fax: + 86 2160613555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About Shandong Yuma Sun-Shading Technology Corp.Ltd(300993)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shandong Yuma Sun-Shading Technology Corp.Ltd(300993)
Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) (hereinafter referred to as "the company") the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") was held on March 4, 2022. Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as "the firm") has accepted the entrustment of the company to appoint a lawyer (hereinafter referred to as "the firm's lawyer") to attend 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 for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and the Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) articles of Association (hereinafter referred to as the "articles of association") verify the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of the general meeting, And issue this legal opinion.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity, accuracy and completeness of the facts or data expressed in these proposals. Our lawyer assumes that the information submitted by the company to our lawyer (including but not limited to the identity certificate of relevant personnel, stock account card, power of attorney, business license of enterprise legal person, etc.) is true and complete, the signature and / or seal on such information are true, and the power of attorney has been legally and properly authorized, The copies or copies of the materials shall be consistent with the original or the original.
The exchange agrees to take this legal opinion as a necessary document for the announcement of the company's general meeting of shareholders, and bear the responsibility for the legal opinion issued by the exchange according to law. This legal opinion is only used by the company for the purpose of this shareholders' meeting and is not
Legal opinion
With the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, our lawyers have verified and verified the materials and facts related to the issuance of this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now express the following legal opinions:
Legal opinion
1、 On the convening and convening procedures of this general meeting of shareholders
Checked by our lawyer:
(I) convening of the general meeting of shareholders
On February 15, 2022, the company held the 23rd Meeting of the first board of directors, deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022. On February 16, 2022, the resolution of the 23rd Meeting of the first board of directors and the notice of the second extraordinary general meeting of shareholders in Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) 2022 were published on the information disclosure media designated by the company and the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）And tide information network（ http://www.cn.info.com.cn. ）Come on.
The notice notice of the second extraordinary general meeting of shareholders in Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) 2022 specifies the convener, convening method, time, place, participants, deliberation items, registration items of attending the on-site meeting, specific operation process of participating in online voting, etc.
(II) convening of this general meeting of shareholders
1. On site meeting
The chairman of the board of directors of the company, Mr. Sun Shouzhi, presided over the meeting at the venue of the company's announcement on February 2023 in Chengguang, Shandong Province. The time of the meeting was the same as that of the company's announcement.
2. Online voting
The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time of voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 4, 2022; The specific time for voting through the Internet voting system is 9:15-15:00 on March 4, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
2、 On the qualifications of the convener and attendees of the general meeting of shareholders
(I) convener of the general meeting of shareholders
Legal opinion
The convener of this general meeting of shareholders is the board of directors of the company. In accordance with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, the board of directors has the right to convene the general meeting of shareholders.
(II) attendees of the shareholders' meeting
According to the notice of the meeting, the equity registration date of the shareholders' meeting is February 25, 2022. Checked by our lawyer:
1. A total of 12 shareholders or their agents attended the shareholders' meeting on site, holding 89900000 shares of the company, accounting for about 682716% of the total shares of the company. The company's directors, supervisors, the Secretary of the board of directors and the lawyers of the firm attended the shareholders' meeting by means of on-site communication, and the company's senior managers attended the shareholders' meeting as nonvoting delegates. According to the rules of the general meeting of shareholders and the articles of association, the above-mentioned persons are qualified to attend or attend the general meeting of shareholders of the company.
2. The company also provided the shareholders with a network platform for this shareholders' meeting. A total of 2 shareholders voted through the trading system and Internet voting system of Shenzhen Stock Exchange, and 5204 shares representing the company's voting rights, accounting for about 0.0040% of the total shares of the company. The identity of shareholders who vote through the trading system and Internet voting system of Shenzhen Stock Exchange shall be verified by Shenzhen Securities Information Co., Ltd. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
The lawyers of the firm believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending 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 are legal and effective.
3、 Proposal on this shareholders' meeting
The proposal of this general meeting of shareholders is proposed by the board of directors and the board of supervisors of the company. The content of the proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Upon the inspection of our lawyers, the shareholders attending the shareholders' meeting did not put forward new proposals.
4、 Voting procedures and results of the general meeting of shareholders
Verified by our lawyers: witnessed by our lawyers through video, the shareholders' meeting adopts on-site open voting and online voting
Legal opinion
The proposal specified in the announcement was considered by voting, and the shareholders and their proxies attending the shareholders' meeting voted on the spot by open ballot. The on-site voting of the matters considered at the general meeting of shareholders is jointly counted and supervised by two shareholder representatives and one supervisor of the company. After the online voting of the matters considered at the shareholders' meeting, Shenzhen Securities Information Co., Ltd. provided the statistical results of online voting, and the company combined the results of on-site voting and online voting.
The following proposals were deliberated and adopted at the general meeting of shareholders. The specific voting conditions and results are as follows:
(I) deliberated and adopted the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the second board of directors
1. On the election of Mr. Sun Chengzhi as a non independent director of the second board of directors
Voting results: 89905201 votes were agreed, accounting for 999999% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 205201 votes, accounting for 999985% of the shares held by small and medium-sized shareholders attending the meeting.
Mr. Sun Chengzhi was elected as a non independent director of the second board of directors of the company, and his term of office is three years from the date of election and adoption at the shareholders' meeting.
2. On the election of Mr. Cui Guixian as a non independent director of the second board of directors
Voting results: 89905202 votes were agreed, accounting for 999999% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 205202 votes, accounting for 999990% of the shares held by small and medium-sized shareholders attending the meeting.
Mr. Cui Guixian was elected as a non independent director of the second board of directors of the company, and his term of office is three years from the date of election and adoption at the shareholders' meeting.
3. On the election of Mr. Ji Ronggang as a non independent director of the second board of directors
Voting results: 89905203 votes were agreed, accounting for 999999% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 205203 votes, accounting for 999995% of the shares held by small and medium-sized shareholders attending the meeting.
Legal opinion
Mr. Ji Ronggang was elected as a non independent director of the second board of directors of the company, and his term of office is three years from the date of election and adoption at the general meeting of shareholders.
4. On the election of Mr. Wang Yuhua as a non independent director of the second board of directors
Voting results: 89905204 votes were approved, accounting for 100% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 205204 votes, accounting for 100% of the shares held by small and medium-sized shareholders attending the meeting.
Mr. Wang Yuhua was elected as a non independent director of the second board of directors of the company, and his term of office is three years from the date of the election at the shareholders' meeting.
(II) deliberated and passed the proposal on the general election of the board of directors and the nomination of independent director candidates for the second board of directors
1. On the election of Mr. Wang Rui as an independent director of the second board of directors
Voting results: 89905200 votes were approved, accounting for 999999% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 205200 votes, accounting for 999981% of the shares held by small and medium-sized shareholders attending the meeting.
