Beijing Jindu (Guangzhou) law firm
About Ninestar Corporation(002180)
Legal opinion of the first 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 effective laws, administrative regulations and rules of 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) According to the regulations and normative documents and the articles of association of Ninestar Corporation(002180) (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) held by the company on January 11, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, the handling lawyer of the office reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. The company published on cninfo.com on December 24, 2021（ http://www.cn.info.com.cn./new/index ）Announcement on the resolution of the 26th meeting of the 6th board of directors of nastar Co., Ltd. (hereinafter referred to as “cninfo”);
3. The company published Ninestar Corporation(002180) notice on convening the first extraordinary general meeting in 2022 on cninfo website on December 24, 2021 and Ninestar Corporation(002180) notice on convening the first extraordinary general meeting in 2022 on cninfo website on January 6, 2022
Notice of the general meeting (Updated) (hereinafter collectively referred to as “Notice of the general meeting”);
4. Independent opinions of Ninestar Corporation(002180) independent directors on matters related to the 26th meeting of the sixth board of directors published on cninfo.com on December 24, 2021;
5. Announcement on the resolution of the 27th meeting of the sixth board of directors published on cninfo.com on January 6, 2022;
6. Independent opinions of Ninestar Corporation(002180) independent directors on matters related to the 27th meeting of the sixth board of directors published on cninfo.com on January 6, 2022;
7. The correction notice on the notice of convening the first extraordinary general meeting in 2022 published on cninfo.com on January 6, 2022;
8. The company published Ninestar Corporation(002180) announcement on holding subsidiaries providing credit guarantee lines for their wholly-owned subsidiaries on cninfo.com on December 24, 2021;
9. The announcement on closing some investment projects with raised funds and permanently replenishing the surplus raised funds published on cninfo.com on December 24, 2021;
10. Announcement on cash management by using some idle raised funds published on cninfo.com on December 24, 2021;
The announcement on the first issue of “high-end laser equipment manufacturing project of Juchao” published on December 24, 2021 {of Juchao information network; 12. The announcement on Amending the relevant provisions of the articles of Association published on cninfo.com on December 24, 2021;
13. The announcement on the extension of the first phase of the first phase of the intelligent manufacturing project of high-end laser printer equipment published on cninfo.com on December 24, 2021; 14. Registration records and voucher materials of shareholders attending the on-site meeting of the company’s general meeting;
15. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 16. 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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 Chinese laws and regulations, and does not express opinions in accordance with the laws, regulations or provisions of any other country or region except Chinese laws and regulations.
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 exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. 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 relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the handling lawyer of the firm attended the shareholders’ meeting, checked and verified the relevant facts of the convening and convening of the shareholders’ meeting and the documents provided by the company, and now issued the following legal opinions:
1、 Convening and convening procedures of the 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 December 24, 2021 and January 6, 2022 on cninfo.com about convening the first extraordinary general meeting of shareholders in 2022 on January 11, 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 proposed to be considered at the shareholders’ meeting: 1 Proposal on election of directors 2 Proposal on director’s allowance standard 3 Proposal on closing some investment projects with raised funds and permanently supplementing the surplus raised funds with working capital
4. Proposal on using some idle raised funds for cash management 5 Proposal on Amending relevant provisions of the articles of association 6 Proposal on guarantee amount provided by holding subsidiaries for their wholly-owned subsidiaries
(II) convening of the general meeting of shareholders
The general meeting of shareholders is conducted by combining on-site meeting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 11, 2022 in the company’s conference room, 7 / F, building 01, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai City. According to Article 70 of the articles of association, “the shareholders\’ meeting shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, it shall be presided over by a director jointly elected by more than half of the directors”. Mr. Wang Dongying, the chairman of the company, is unable to preside over the shareholders\’ meeting on site due to business trip. Therefore, through the joint election of more than half of the directors of the company, The general meeting of shareholders is presided over by Mr. Yan Wei, the director. 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 January 11, 2022; The specific time for 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 January 11, 2022.
After verification by the lawyers in charge of the exchange, the actual time, place, method and proposals considered at 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 the general meeting of shareholders has performed the legal procedures and is in line with the provisions of laws, administrative regulations, rules of the 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, A total of 108 shareholders and shareholder representatives (or agents) attended the on-site meeting of the general meeting of shareholders and participated in online voting, representing 559526630 voting shares of the company, accounting for 39.6564% of the total voting shares of the company, including:
1. A total of 8 shareholders and shareholder representatives (or agents) attended the on-site meeting of the general meeting of shareholders, representing 493327108 voting shares of the company, accounting for% of the total voting shares of the company
34.9645%；
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 100 shareholders voted through the online voting system at the shareholders’ meeting, representing 66199522 voting shares of the company, accounting for 4.6919% 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. A total of 105 minority shareholders and shareholder representatives (or agents) attended the on-site meeting and online voting of the general meeting of shareholders, representing 66710893 voting shares of the company, accounting for 4.7281% of the total voting shares of the company. Among them, there are 5 minority shareholders and shareholder representatives (or agents) who individually or jointly hold less than 5% of the company’s shares, representing 511371 voting shares of the company, accounting for 0.0362% of the total voting shares of the company; There are 100 minority shareholders and shareholder representatives (or agents) voting online, representing 66199522 voting shares of the company, accounting for 4.6919% of the total voting shares of the company.
Six directors, one supervisor and three senior managers of the company (the number of senior managers serving as directors is not calculated repeatedly) attended the on-site meeting of the general meeting of shareholders as nonvoting delegates, while the remaining directors, supervisors and senior managers did not attend the on-site meeting due to official duties.
Lawyer Chen Junyu and Lawyer Zhang Yali attended the on-site meeting of the general meeting of shareholders as witness lawyers. 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 the 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 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 various proposals specified in the notice of the general meeting of shareholders by open ballot. Two shareholders’ representatives, one supervisor’s representative elected by the general meeting of shareholders and the handling lawyer of the exchange jointly counted and supervised the on-site voting.
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
According to the counting and monitoring results of the votes of the on-site meeting of the general meeting of shareholders by the relevant shareholder representatives, supervisors and the handling lawyers of the exchange, and the participation in the meeting provided by Shenzhen Securities Information Co., Ltd
