Beijing Zhonglun (Guangzhou) law firm
About Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090)
Of the first extraordinary general meeting of shareholders in 2021
Legal opinion
December, 2001
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10#Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 2826 1688 Fax: (8620) 2826 1666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090)
Of the first extraordinary general meeting of shareholders in 2021
Legal opinion
To: Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090)
Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as "the firm") is entrusted by Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090) (hereinafter referred to as "the company") to appoint lawyer Li Qimao and Lawyer Wang Min (hereinafter referred to as "the firm's lawyer") to witness the legitimacy of the company's first extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the general meeting of shareholders") and issue legal opinions.
In accordance with the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is 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 other currently effective laws and regulations Normative documents and the provisions of the Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090) articles of Association (hereinafter referred to as the "articles of association") and the Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090) rules of procedure of the general meeting of shareholders (hereinafter referred to as the "rules of procedure of the general meeting of shareholders").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm considers necessary for issuing this legal 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 and copies are consistent with the original materials.
In this legal opinion, the lawyers of the firm only discuss whether the convening and convening procedures, the qualification of the attendees, the qualification of the convener, the voting procedures and the voting results of the general meeting of shareholders comply with the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association Express opinions in accordance with the rules of procedure of the general meeting of shareholders, and do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy 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, the lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry. The legal opinions are as follows:
1、 Convening procedures of the general meeting of shareholders
1. On December 15, 2021, the company held the 16th meeting of the second board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2021.
2. On December 16, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The notice on convening the first extraordinary general meeting of shareholders in 2021 was issued, and all shareholders were notified in the form of announcement on the convening time and place of the general meeting, online voting system, start and end date and voting time, voting procedures, meeting contacts and contact information.
Upon examination, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the securities law, the rules of shareholders' meeting and other laws, regulations and normative documents, the articles of association and the rules of procedure of shareholders' meeting.
2、 Independent directors publicly solicit shareholders' voting rights
According to the relevant provisions of the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, when the general meeting of shareholders deliberates the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. According to the company's website of Shanghai Stock Exchange (www.sse. Com.. CN.) on December 16, 2021 According to the announcement on public solicitation of entrusted voting rights by independent directors disclosed, Lu Weidong, an independent director of the company, accepted the entrustment of other independent directors as the soliciter to solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the company's general meeting from December 25, 2021 to December 30, 2021. It is confirmed by the company that no shareholder entrusted independent director Lu Weidong to vote during the above-mentioned period of solicitation of voting rights.
3、 Convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders will be held at 14:00 p.m. on Friday, December 31, 2021 in the conference room of the company at 188 Ruixiang Road, Guangzhou. The actual time and place of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
3. The online voting time of the general meeting of shareholders is: the specific time of online voting through the trading system of Shanghai Stock Exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 31, 2021; The specific time for voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00 on December 31, 2021.
Upon examination, our lawyers believe that the convening of the general meeting of shareholders is in conformity with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
1. According to the inspection, there are 14 shareholders and shareholder agents attending the general meeting of the company, representing 41887190 shares, accounting for 62.18% of the total voting shares of the company.
(1) Verified by our lawyers, there were 9 shareholders and shareholders' agents present at the shareholders' meeting, and the number of shares representing the company's effective voting rights was 28377673, accounting for 42.13% of the company's total effective voting shares on the equity registration date.
(2) According to the statistical data of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 5 shareholders or shareholder agents voting at the general meeting of shareholders, and the number of shares representing the effective voting rights of the company is 13509517, accounting for 20.05% of the total number of effective voting shares of the company on the equity registration date.
The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders' agents attending the meeting and the relevant information of shareholders' registration are legal and valid.
2. Some directors, all supervisors and the Secretary of the board of directors of the company attended the shareholders' meeting, and all senior managers and witness lawyers of the company attended the shareholders' meeting as nonvoting delegates.
3. The convener of this general meeting of shareholders is the board of directors of the company.
Our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
5、 Voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice of shareholders' meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes on the spot. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform of Shanghai Stock Exchange within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with the statistical data file of online voting.
After the voting of the general meeting of shareholders, the company has consolidated the voting results of on-site voting and online voting. The voting results of the proposals considered at the general meeting of shareholders are as follows:
1. About the company
<2021 年限制性股票激励计划（草案）>
And its abstract
The related shareholder Guangzhou Ruifang investment partnership (limited partnership) involved 1822800 shares to avoid voting. Voting results: 40064390 shares agreed, accounting for 100% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders; 0 shares opposed, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 4610777 shares agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares opposed, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the effective voting rights held by the shareholders attending the meeting and their agents.
2. About the company
<2021 年限制性股票激励计划实施考核管理办法>
The related shareholder Guangzhou Ruifang investment partnership (limited partnership) involved 1822800 shares to avoid voting. Voting results: 40064390 shares agreed, accounting for 100% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders; 0 shares opposed, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 4610777 shares agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares opposed, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the effective voting rights held by the shareholders attending the meeting and their agents.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
The related shareholder Guangzhou Ruifang investment partnership (limited partnership) involved 1822800 shares to avoid voting. Voting results: 40064390 shares agreed, accounting for 100% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders; 0 shares opposed, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 4610777 shares agreed, accounting for 100% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares opposed, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the effective voting rights held by the shareholders attending the meeting and their agents.
4. Revision of the
<公司章程>
Proposal for
Voting results: 41887190 shares agreed, accounting for 100% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders; 0 shares opposed, accounting for 0% of the voting shares held by shareholders and shareholders' agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 6433577 shares agreed, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 shares opposed, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal has been approved by the shareholders attending the meeting and the shareholder's agent
