Beijing Jindu (Guangzhou) law firm
About Ninestar Corporation(002180) 2021 annual general meeting of shareholders
Legal opinion
To: Ninestar Corporation(002180)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) is entrusted by Ninestar Corporation(002180) (hereinafter referred to as the company), and 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) of the China Securities Regulatory Commission and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) In accordance with the relevant provisions of the regulations, normative documents and the current effective articles of association, a lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to: 1. The Ninestar Corporation(002180) articles of Association (hereinafter referred to as the articles of association) reviewed and approved by the first extraordinary general meeting of shareholders in 2022;
2. Announcement on the resolution of the 31st meeting of the 6th board of directors of nastar Co., Ltd., published on cninfo.com and the website of Shenzhen Stock Exchange on April 19, 2022;
3. Announcement on the resolution of the 32nd meeting of the 6th board of directors of nastar Co., Ltd., published on cninfo.com and the website of Shenzhen Stock Exchange on April 28, 2022;
4. The notice of nastar Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of 2021 annual general meeting of shareholders) published on cninfo.com and the website of Shenzhen Stock Exchange on April 28, 2022;
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
9. Other parliamentary documentation.
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 this shareholders’ meeting 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 any laws outside 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, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall 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, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
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, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 27, 2022, the 32nd meeting of the sixth board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 18, 2022. On April 28, 2022, the company published the notice of 2021 annual general meeting of shareholders in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 18, 2022 in the conference room of the company on the 7th floor, building 01, No. 3883 Zhuhai Avenue, Xiangzhou District, Zhuhai. The on-site meeting was presided over by Mr. Zhang Jianzhou, director of the company.
3. The specific time for online voting through the trading system of Shenzhen Stock Exchange at this 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 May 18, 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 May 18, 2022.
After verification by our lawyers, the actual time, place, method and proposal of the on-site meeting of the general meeting of shareholders are consistent with those announced in the notice of 2021 annual general meeting of shareholders.
The lawyers of the firm 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
Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate and power of attorney of the legal person shareholders attending the general meeting of shareholders, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the authorized agent of the natural person shareholders attending the general meeting of shareholders, and confirmed that there were 6 shareholders and shareholder agents attending the general meeting of shareholders of the company on site, Representing 482448367 voting shares, accounting for 340951% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 72 shareholders participated in the online voting of the general meeting of shareholders, representing 97680237 voting shares, accounting for 6.9032% of the total voting shares of the company;
Among them, there are 76 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 98005144 voting shares, accounting for 6.9261% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 78, representing 580128604 voting shares, accounting for 409982% 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 and the Secretary of the board of directors, as well as the lawyers of the firm, the company’s managers and other senior managers.
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. Our lawyers 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 laws, administrative regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with the 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 shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The proposals considered at this shareholders’ meeting are consistent with the notice of 2021 annual shareholders’ meeting, and there is no situation of modifying the original proposal or adding new proposals.
This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of 2021 annual general meeting of shareholders by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
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. The voting results of the work report of the board of directors in 2021 are as follows:
579362290 shares were approved, accounting for 998679% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 766314 opposed shares, accounting for 0.1321% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors was 97238830 shares, accounting for 992181% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 766314 shares, accounting for 0.7819% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the 2021 work report of the board of supervisors are as follows:
579362290 shares were approved, accounting for 998679% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 766314 opposed shares, accounting for 0.1321% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors was 97238830 shares, accounting for 992181% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 766314 shares, accounting for 0.7819% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. The voting results of the 2021 financial statement are as follows:
579320790 shares were approved, accounting for 998608% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 807814 shares, accounting for 0.1392% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 97197330 shares, accounting for 991757% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 807814 shares, accounting for 0.8243% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. The voting results of the 2021 profit distribution plan are as follows:
580124604 shares were approved, accounting for 999993% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 4000 opposed shares, accounting for 0.0007% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 98001144 shares, accounting for 999959% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Oppose 4000 shares, accounting for 0.0041% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
5. The voting results of the full text and summary of the 2021 annual report are as follows:
579362290 shares were approved, accounting for 998679% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 766314 shares, accounting for shareholders and shares attending the meeting
