Beijing Jindu (Guangzhou) law firm
About Ninestar Corporation(002180)
Legal opinion of the third extraordinary general meeting of shareholders in 2022
To: Ninestar Corporation(002180)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Ninestar Corporation(002180) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws and administrative regulations in force in the people's Republic of China (hereinafter referred to as "China" for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) In accordance with the regulations and normative documents and the Ninestar Corporation(002180) articles of Association (hereinafter referred to as the "articles of association"), a lawyer was appointed to attend the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") held by the company on March 16, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders. The legal opinions issued by the handling lawyer include but are not limited to the following documents:
1. Articles of Association;
2. The company published on cninfo.com on March 1, 2022（ http://www.cn.info.com.cn./new/index ）(hereinafter referred to as "cninfo") announcement on the resolution of the 29th meeting of the sixth board of directors of nastar Co., Ltd;
3. Notice of Ninestar Corporation(002180) on convening the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "Notice of general meeting of shareholders") published on cninfo website on March 1, 2022;
4. The independent opinions of Ninestar Corporation(002180) independent directors on relevant matters of the 29th meeting of the sixth board of directors published on cninfo.com on March 1, 2022;
5. The announcement of Ninestar Corporation(002180) on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. published on cninfo.com on March 1, 2022;
6. The announcement of Ninestar Corporation(002180) on the bank credit guarantee line provided by the company for the wholly-owned subsidiary published on cninfo.com on March 1, 2022;
7. The company published the Ninestar Corporation(002180) 2022 restricted stock incentive plan (Draft) on cninfo.com on March 1, 2022;
8. Management measures for the implementation of Ninestar Corporation(002180) 2022 restricted stock incentive plan published by the company on cninfo.com on March 1, 2022;
9. List of incentive objects of Ninestar Corporation(002180) 2022 restricted stock incentive plan published by the company on cninfo.com on March 1, 2022;
10. The announcement of Ninestar Corporation(002180) on the company and its subsidiaries' financial derivatives trading business in 2022 published on cninfo.com on March 1, 2022;
11. The register of shareholders on the equity registration date of the company's general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
12. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 13. Proposal of the general meeting of shareholders of the company.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, 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 the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with the laws, regulations or provisions of any other country or region other than the laws and regulations in China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued by this general meeting of shareholders are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The legal notice of this meeting shall be submitted together with other legal documents of this meeting. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the handling lawyer of the office attended the general meeting of shareholders, checked and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and now issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the relevant provisions of the articles of association of the company, the board of directors of the company published the notice of the general meeting of shareholders on March 16, 2022 on cninfo.com on March 1, 2022. The equity registration date and time of the general meeting of shareholders shall be subject to the notice of the general meeting of shareholders, The following proposals are to be considered at this shareholders' meeting: 1 Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary 2 Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 3 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan 4 Proposal on verifying the list of incentive objects involved in the company's 2022 restricted stock incentive plan (Draft) Proposal on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd Proposal on the company and its subsidiaries to carry out financial derivatives trading business in 2022 7 Proposal on the company's provision of bank credit guarantee line for wholly-owned subsidiaries
(II) convening of this general meeting of shareholders
This general meeting of shareholders adopts the combination of on-site meeting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 16, 2022 in the conference room of the company on the 7th floor, building 01, No. 3883 Zhuhai Avenue, Xiangzhou District, Zhuhai. The meeting was presided over by Mr. Wang Dongying, chairman of the company. The shareholders and their representatives (or agents) attending the shareholders' meeting deliberated on the matters listed in the notice of shareholders' meeting and exercised their voting rights.
The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 16, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 16, 2022.
After verification by the lawyer in charge of the office, the actual time, place, method and proposal of the on-site meeting of the general meeting of shareholders are consistent with the time, place, method and deliberation items specified in the notice of the general meeting of shareholders. In conclusion, our lawyers believe that the convening and convening of this general meeting of shareholders has performed the legal procedures and is in line with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel attending the shareholders' meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
According to the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholder shareholding certificate of the personnel attending the general meeting of shareholders, the certificate of legal representative and / or the power of attorney of the shareholders, as well as the relevant information provided by Shenzhen Securities Information Co., Ltd. to participate in the online voting of the general meeting of shareholders, 340 shareholders and shareholder representatives (or agents) attended the on-site meeting of the general meeting of shareholders and participated in online voting, representing 732411908 voting shares of the company, accounting for 519096% of the total voting shares of the company, including:
1. A total of 5 shareholders and their representatives (or agents) attended the on-site meeting of the general meeting of shareholders, representing 482726347 voting shares of the company, accounting for 342132% of the total voting shares of the company;
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 335 shareholders voted through the online voting system, representing 249685561 voting shares of the company, accounting for 176964% of the total voting shares of the company. The identity of the aforesaid shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd;
3. 338 minority shareholders and shareholders' representatives (or agents) attended the on-site meeting and online voting of the general meeting of shareholders, representing 250288448 voting shares of the company, accounting for 177392% of the total voting shares of the company. Among them, those who attend the on-site meeting individually or jointly hold public
3 minority shareholders and shareholder representatives (or agents) representing less than 5% of the company's shares, representing 602887 voting shares of the company, accounting for 0.0427% of the total voting shares of the company; A total of 335 minority shareholders and shareholder representatives (or agents) voted online, representing 249685561 voting shares of the company, accounting for 176964% of the total voting shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included the company's directors, supervisors, the Secretary of the board of directors and the lawyers of the firm. The company's senior managers attended the on-site meeting of the shareholders' meeting as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. The lawyers of the exchange are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, the lawyers of the exchange believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which meets the convener qualification specified in the company law, rules of general meeting of shareholders and other laws and regulations and the articles of association.
3、 New or temporary proposals
After verification by the lawyer in charge of the office, the proposals considered at the general meeting of shareholders have been listed in the notice of general meeting of shareholders, and the specific contents of the proposals have been announced. There is no situation of modifying the original proposal or adding new proposals at the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopted a combination of on-site voting and online voting, and voted on all the proposals listed in the notice of general meeting of shareholders one by one.
After verification, the shareholders attending the on-site meeting of the general meeting of shareholders voted on the proposals specified in the notice of the general meeting of shareholders by open ballot. The vote of the on-site meeting was counted and monitored by the representatives of shareholders, supervisors and the handling lawyers of the exchange.
Shareholders participating in online voting conducted online voting through the trading system of Shenzhen Stock Exchange or the Internet voting system within the effective time of online voting. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
(II) voting results
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Voting results of the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary: 728235732 shares were agreed, accounting for 994298% of the total number of valid voting shares held by shareholders attending the meeting; Against 4176176 shares, accounting for 0.5702% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 246112272 shares are agreed, accounting for 983315% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 4176176 shares, accounting for 1.6685% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been voted by the shareholders and their representatives (or agents) who have attended the general meeting of shareholders
