Beijing Jindu (Guangzhou) law firm
About Unionman Technology Co.Ltd(688609) 2021 annual general meeting of shareholders
Legal opinion
To: Unionman Technology Co.Ltd(688609)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Unionman Technology Co.Ltd(688609) (hereinafter referred to as the company), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company 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 China Securities Regulatory Commission and other domestic laws of the people’s Republic of China (hereinafter referred to as the territory of China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), the current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the current effective articles of Association appointed lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, And issue this legal opinion on relevant matters of this general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The Unionman Technology Co.Ltd(688609) articles of Association (hereinafter referred to as the articles of association) reviewed and revised by the 21st Meeting of the Fourth Board of directors and approved by the first extraordinary general meeting of shareholders in 2022;
2. The announcement on the resolution of the third meeting of the Fifth Board of directors of Guangdong Unionman Technology Co.Ltd(688609) Co., Ltd. published in China Securities Journal, securities times, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shanghai Stock Exchange on April 28, 2022;
3. The company published the announcement on the resolution of the second meeting of the Fifth Board of supervisors of Guangdong Unionman Technology Co.Ltd(688609) Co., Ltd. on China Securities Journal, securities times, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shanghai Stock Exchange on April 28, 2022;
4. The notice of Guangdong Unionman Technology Co.Ltd(688609) Co., Ltd. on convening the 2021 annual general meeting of shareholders published in China Securities Journal, securities times, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shanghai 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 vouchers of shareholders, directors, supervisors, Secretary of the board of directors and senior managers attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network 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 26, 2022, the proposal on convening Unionman Technology Co.Ltd(688609) 2021 annual general meeting of shareholders was deliberated and approved at the third meeting of the Fifth Board of directors of the company, and it was decided to convene the 2021 annual general meeting of shareholders of the company on May 18, 2022.
On April 28, 2022, the company published the notice of Unionman Technology Co.Ltd(688609) on convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shanghai Stock exchange. (II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the shareholders’ meeting was held at 10:00 a.m. on May 18, 2022 in the conference room on the fifth floor of Unionman Technology Co.Ltd(688609) Park, No. 5 huitai Road, Huinan high tech Industrial Park, Huizhou. The on-site meeting was presided over by Mr. Zhan Qijun, chairman of the board.
3. The specific time of online voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time for online voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on May 18, 2021.
According to the verification of the lawyers of the firm, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of Unionman Technology Co.Ltd(688609) on convening the 2021 annual general meeting of shareholders and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(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 legal representative certificate 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 13 shareholders and shareholder agents attending the general meeting of shareholders, Representing 197879157 voting shares, accounting for 399332% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 2 shareholders participating in the online voting of the general meeting of shareholders, representing 19839 voting shares, accounting for 0.0040% of the total voting shares of the company;
Among them, there are 3 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 802566 voting shares, accounting for 0.1620% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the general meeting of shareholders is 15, representing 197898996 voting shares, accounting for 399372% of the total voting shares of the company (as of the equity registration date, the total share capital of the company is 500000000 shares, including 4474865 shares in the company’s special repurchase account. These repurchased shares do not enjoy voting rights, so the total number of voting shares enjoyed at the general meeting of shareholders is 495525135 shares). In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors and Secretary of the board of directors of the company, as well as lawyers Lai Jianglin and Tian Yaqian of the Institute. The independent directors of the company, Mr. Li Dong and Mr. Xiao Hao, did not attend the shareholders’ meeting on site due to being away from home, and attended the shareholders’ meeting by telephone; Mr. Xu Hua, a non independent director and deputy general manager of the company, did not attend the shareholders’ meeting due to work reasons. Mr. Ling Jun, the chief financial officer of the company, was unable to attend the shareholders’ meeting due to work reasons. Other senior managers of the company 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. We 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 laws, 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 laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
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 procedures of the general meeting of shareholders
1. The proposal considered at this general meeting of shareholders is consistent with the notice of Unionman Technology Co.Ltd(688609) on convening the 2021 annual general meeting of shareholders, and there is no situation of modifying the original proposal or adding new proposals.
2. 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 shareholders’ meeting voted on the proposals listed in the meeting notice 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.
3. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shanghai Stock Exchange or the Internet voting platform 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.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
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 proposal on the work report of the board of directors for Unionman Technology Co.Ltd(688609) 2021 are as follows:
197879157 shares were approved, accounting for 999899% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19839 dissenting shares, accounting for 0.0101% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors was 782727 shares, accounting for 975281% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 19839 opposed shares, accounting for 2.4719% 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% 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 has been effectively voted and passed by shareholders and their proxies attending the general meeting of shareholders.
2. The voting results of the proposal on the work report of the board of supervisors for Unionman Technology Co.Ltd(688609) 2021 are as follows:
197879157 shares were approved, accounting for 999899% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19839 dissenting shares, accounting for 0.0101% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors was 782727 shares, accounting for 975281% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 19839 opposed shares, accounting for 2.4719% 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% 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 has been effectively voted and passed by shareholders and their proxies attending the general meeting of shareholders.
3. The voting results of the proposal on Unionman Technology Co.Ltd(688609) 2021 annual financial statement report are as follows:
197879157 shares were approved, accounting for 999899% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19839 dissenting shares, accounting for 0.0101% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors was 782727 shares, accounting for 975281% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 19839 opposed shares, accounting for 2.4719% 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% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
