Beijing Yingke (Shenzhen) law firm on Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Of the annual general meeting of shareholders in 2021
Legal opinion
Beijing Yingke (Shenzhen) law firm
Floor 30 / 31 / 32, radio and television financial center, Pengcheng 1st Road, Futian District, Shenzhen
May, 2002
Beijing Yingke (Shenzhen) law firm
About Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Of the annual general meeting of shareholders in 2021
Legal opinion
To: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
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”), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “detailed rules for the implementation of online voting”), the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”), the rules for the practice of securities legal business of law firms (Trial) (hereinafter referred to as the “practice rules”), and other laws In accordance with the provisions of laws and regulations and normative documents and the relevant provisions of the Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) articles of Association (hereinafter referred to as the “articles of association”), Beijing Yingke (Shenzhen) law firm (hereinafter referred to as the “firm”) accepted the entrustment of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) (hereinafter referred to as the “company”) and appointed lawyer Cai Han and lawyer Yang Jiajia to attend the 2021 annual general meeting of the company (hereinafter referred to as the “general meeting of shareholders”), And issue this legal opinion. In accordance with the provisions of the company law, the securities law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose by anyone. The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company. In accordance with the relevant requirements of the securities law, the rules of the general meeting of shareholders, the practice measures and the detailed rules for the implementation of online voting, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by the company, and now issue the following legal opinions:
1、 Procedures for convening and convening this general meeting of shareholders
(I) convening of the general meeting of shareholders
It is verified that the shareholders’ meeting of the company was convened by the proposal of the board of directors. On April 23, 2022, the board of directors of the company publicly disclosed the notice of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) on convening the 2021 annual general meeting of shareholders of the company through the website of Shenzhen Stock Exchange and other designated information disclosure media. The aforesaid meeting notice specifies the time, place, convener and method of the shareholders’ meeting. The shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights. They have the right to attend the shareholders’ meeting. The shareholders’ equity registration date, registration method, contact address, contact person and other matters, and specify the deliberations of the shareholders’ meeting. The contents of the relevant proposals to be considered at the shareholders’ meeting have been fully disclosed, and the date of the announcement is 20 days from the date of the shareholders’ meeting. (II) convening of this general meeting of shareholders
The general meeting of shareholders shall be held by means of written voting combined with on-site voting.
The on-site meeting of the general meeting of shareholders of the company was held at room 2306, block a, Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) center, No. 5, Guansheng Second Road, Longhua District, Shenzhen as scheduled at 15:00 p.m. on Wednesday, May 18, 2022. The time and place of the general meeting of shareholders are consistent with the corresponding matters specified in the announcement. The specific time of online voting through the trading system and Internet voting system of Shenzhen Stock Exchange at the shareholders’ meeting is: (1) the specific time of online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; (2) The specific time of voting through the Internet voting system of Shenzhen Stock Exchange: any time from 9:15 to 15:00 on May 18, 2022.
The general meeting of shareholders is presided over by Mr. Tang Jian, chairman of the board. The meeting materials related to the general meeting of shareholders have been submitted to the shareholders attending the meeting.
Upon review, the convening and convening procedures of the general meeting of shareholders and the notice and announcement time of the general meeting of shareholders comply with the relevant provisions of the company law and other laws and regulations, the rules for the general meeting of shareholders, the articles of association and the detailed rules for the implementation of online voting.
2、 On the qualifications of the personnel attending the general meeting of shareholders
According to the verification and examination of the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the lawyers of the firm as of the afternoon closing of May 13, 2022 (equity registration date) and the business license, identity certificate, stock account card, shareholding certificate, power of attorney and shareholder attendance book of the shareholders attending the meeting, there are 8 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, Representing 340674224 voting shares, accounting for 524652% of the company’s total voting shares of 649334141; According to the statistics of the trading system and Internet voting system of Shenzhen Stock Exchange and confirmed by the company, there are 11 shareholders voting through the network system during the network voting time, representing 18240254 voting shares, accounting for 2.8091% of the company’s total voting shares of 649334141; Among them, there are 13 small and medium-sized investors holding less than 5% (excluding 5%), representing 18388254 voting shares, accounting for 2.8319% of the company’s total voting shares of 649334141.
To sum up, 19 shareholders and shareholders’ agents participated in and voted at the company’s general meeting, representing 358914478 voting shares, accounting for 552742% of the company’s total voting shares of 649334141. In addition to the shareholders and shareholders’ agents of the company, some directors, supervisors, senior managers and lawyers of the company also attended and attended the shareholders’ meeting.
The lawyers of the firm believe that the qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the relevant provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association.
3、 On the qualification 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. The lawyers of the firm believe that the qualification of the convener meets the relevant provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association, and the qualification of the convener is legal and effective. 4、 Matters to be considered at this shareholders’ meeting
The shareholders’ meeting deliberated the following 14 proposals:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Full text and summary of 2021 annual report;
4. Financial statement report of 2021;
5. 2021 profit distribution plan;
6. Proposal on reappointment of audit institutions in 2022;
7. Proposal on the prediction of daily connected transactions in 2022;
8. Proposal on applying for comprehensive credit line and providing guarantee for subsidiaries in 2022;
9. Proposal on the remuneration scheme of directors and senior managers in 2022;
10. Proposal on repurchasing and cancelling some restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions;
11. Proposal on changing business scope, registered capital and amending the articles of Association;
12. Proposal on the general election of non independent directors of the sixth board of directors;
13. Proposal on the election of independent directors of the sixth board of directors by the general election of the board of directors;
14. Proposal on the election of non employee representative supervisors of the sixth board of supervisors by the board of supervisors;
The proposal reviewed by the lawyers at the general meeting is consistent with the provisions of the company law and the articles of association.
5、 On the voting methods, procedures and results of this general meeting of shareholders
1. This general meeting of shareholders adopts the combination of on-site open written voting and online voting. In accordance with the articles of association and the rules of the general meeting of shareholders, the shareholders and authorized representatives attending the on-site meeting of the general meeting of shareholders shall vote on the proposals of the general meeting of shareholders by open ballot, and monitor, check and count the votes according to the procedures; Online voting obtains online voting results through the online voting system in accordance with the articles of association, rules of the general meeting of shareholders and detailed rules for the implementation of online voting.
2. The general meeting of shareholders counted and monitored the votes on the proposals under consideration according to the regulations, and announced the voting results on the spot.
3. The following proposals were deliberated and adopted by means of on-site open written voting and online voting. The voting conditions are as follows:
(1) Work report of the board of directors in 2021;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(2) Work report of the board of supervisors in 2021;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(3) Full text and summary of 2021 annual report;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(4) Financial statement report of 2021;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Shareholders with 0% of the total voting rights present at the meeting.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(5) 2021 profit distribution plan;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(6) Proposal on reappointment of audit institutions in 2022;
Total voting results: 358908978 shares were approved, accounting for 999985% of the total voting shares attending the general meeting of shareholders; Against 5500 shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 18382754 shares were agreed, accounting for 999701% of the total shares of small and medium-sized investors with voting rights attending the meeting; Oppose 5500 shares, accounting for 0.0299% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(7) Guan
