Beijing Zhonglun law firm
About Estun Automation Co.Ltd(002747)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Estun Automation Co.Ltd(002747)
Legal opinion of 2021 annual general meeting
To: Estun Automation Co.Ltd(002747)
Entrusted by Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), Beijing Zhonglun law firm (hereinafter referred to as "the firm") appoints its lawyers to witness the legitimacy of the company's 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders") and issue legal opinions. Due to the need of covid-19 pneumonia epidemic prevention and control, the lawyer assigned by the exchange attended and witnessed the shareholders' meeting by video.
This legal opinion is 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") China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock exchange and other relevant laws, regulations and normative documents in force, as well as the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") Issued in accordance with the rules of procedure of Estun Automation Co.Ltd(002747) general meeting of shareholders (hereinafter referred to as "rules of procedure of general meeting of shareholders").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, the voting procedures of the meeting and the voting results comply with the provisions of laws, regulations and normative documents such as the company law, the rules of general meeting of shareholders and the articles of association and the rules of procedure of general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its 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, accurate and reliable It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the 19th meeting of the 4th board of directors on April 27, 2022, deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders.
2. On April 29, 2022, the company issued the notice on convening the 2021 annual general meeting of shareholders on the information disclosure website and media designated by the CSRC, and notified all shareholders in the form of announcement on the time and place of the general meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting, the name and telephone number of the contact person, etc.
After examination, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of Association and the rules of procedure of shareholders' meeting.
2、 Convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Thursday, May 19, 2022 in the conference room of the company at 1888 Jiyin Avenue, Jiangning Economic Development Zone, Nanjing.
3. The online voting time of the general meeting of shareholders is May 19, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange 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 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 19 to 15:00 p.m. on May 19, 2022.
After examination, our lawyers believe that the convening of the general meeting of shareholders complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders. 3、 Qualification of attendees and conveners of the general meeting of shareholders
1. Shareholders attending the on-site meeting
According to the inspection, there are 8 shareholders and shareholder agents attending the on-site meeting of the company's general meeting, representing 368916742 voting shares, accounting for 429273% of the total voting shares of the company. They are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation on the equity registration date.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and agents attending the on-site meeting of the general meeting of shareholders, our lawyers believe that the shareholders and agents attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications.
2. Shareholders participating in online voting
According to the network data provided by Shenzhen Stock Exchange, a total of 8 shareholders participated in the online voting at the shareholders' meeting. The qualification of shareholders participating in the voting through the online voting system has been verified by the trading system of Shenzhen Stock Exchange. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
3. Some directors, supervisors and chief financial officer acting as the Secretary of the board of directors attended the shareholders' meeting, and other senior managers and witness lawyers of the company attended the shareholders' meeting as nonvoting delegates.
4. The chairman of this shareholders' meeting is Mr. Wu Bo, chairman of the company.
5. The convener of this general meeting of shareholders is the board of directors of the company.
After examination, our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice of shareholders' meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the completion of on-site voting and online voting, the company consolidated and counted the voting results of on-site voting and online voting. Witnessed by our lawyers via video, the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. Proposal on the 2021 annual report of the company and its summary
Voting results: 521863865 shares were approved, accounting for 999895% of the valid voting shares held by shareholders attending the meeting; Against 54900 shares, accounting for 0.0105% of the valid voting shares held by shareholders attending the meeting; Abstain 100 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 157009123 shares were agreed, accounting for 999650% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 54900 shares, accounting for 0.0350% of the valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the valid voting shares held by minority shareholders attending the meeting.
2. Proposal on the work report of the board of directors in 2021
Voting results: 521916565 shares were approved, accounting for 999996% of the valid voting shares held by the shareholders attending the meeting; 2200 opposed shares, accounting for 0.0004% of the valid voting shares held by the shareholders attending the meeting; Abstain 100 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 157061823 shares were agreed, accounting for 999985% of the valid voting shares held by small and medium-sized shareholders attending the meeting; 2200 opposed shares, accounting for 0.0014% of the valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the valid voting shares held by minority shareholders attending the meeting. 3. Proposal on the work report of the board of supervisors in 2021
Voting results: 521916565 shares were approved, accounting for 999996% of the valid voting shares held by the shareholders attending the meeting; 2200 opposed shares, accounting for 0.0004% of the valid voting shares held by the shareholders attending the meeting; Abstain 100 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 157061823 shares were agreed, accounting for 999985% of the valid voting shares held by small and medium-sized shareholders attending the meeting; 2200 opposed shares, accounting for 0.0014% of the valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the valid voting shares held by minority shareholders attending the meeting. 4. Proposal on the financial final accounts report of 2021
Voting results: 521916565 shares were approved, accounting for 999996% of the valid voting shares held by the shareholders attending the meeting; 2200 opposed shares, accounting for 0.0004% of the valid voting shares held by the shareholders attending the meeting; Abstain 100 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 157061823 shares were agreed, accounting for 999985% of the valid voting shares held by small and medium-sized shareholders attending the meeting; 2200 opposed shares, accounting for 0.0014% of the valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the valid voting shares held by minority shareholders attending the meeting. 5. Proposal on the company's 2021 profit distribution plan
Voting results: 521851065 shares were approved, accounting for 999870% of the valid voting shares held by the shareholders attending the meeting; Against 67700 shares, accounting for 0.0130% of the valid voting shares held by shareholders attending the meeting; Abstain 100 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting. The result of the vote was passed. Voting results of small and medium-sized investors: 156996323 shares were agreed, accounting for 999568% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 67700 shares, accounting for 0.0431% of the valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the valid voting shares held by minority shareholders attending the meeting.
6. Proposal on renewing the appointment of accounting firms
Voting results: 500585213 shares were approved, accounting for 20% of the valid voting shares held by the shareholders attending the meeting
