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Beijing Jingtian Gongcheng law firm
About Rayhoo Motor Dies Co.Ltd(002997)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Rayhoo Motor Dies Co.Ltd(002997)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company”) to appoint its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company at 14:30 p.m. on January 14, 2022 in Rayhoo Motor Dies Co.Ltd(002997) conference room, In accordance with the company law of the people’s Republic of China and other Chinese laws, regulations and relevant normative documents (hereinafter referred to as “Chinese laws and regulations”) and the Rayhoo Motor Dies Co.Ltd(002997) articles of Association (hereinafter referred to as “the articles of association”), on the convening and convening procedures, the qualifications of participants, the qualifications of conveners This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the documents related to the shareholders’ meeting provided by the company, including but not limited to the 25th meeting of the second board of directors, the 18th meeting of the second board of supervisors, the opinions issued by independent directors, the announcement published according to the above resolutions, the notice, proposal and resolution of the shareholders’ meeting, etc, At the same time, I listened to the statements and explanations of the company and relevant personnel on relevant facts, and attended the shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The bourse agrees that the company will publish this legal opinion as a necessary document for the shareholders’ meeting, and shall be responsible for the legal opinion issued in accordance with the law. This legal opinion shall not be used for any other purpose without the written consent of the exchange. Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The 25th meeting of the second board of directors of the company deliberated and approved the proposal to convene the general meeting of shareholders on December 29, 2021, and published it on China Securities Journal, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on December 30, 2021 And other designated information disclosure media published the notice of Rayhoo Motor Dies Co.Ltd(002997) on convening the first extraordinary general meeting of shareholders in 2022. The announcement specifies the session of the general meeting of shareholders, convener, compliance and legitimacy of the meeting, date, time and method of the meeting, equity registration date of the meeting, participants, venue of the on-site meeting, proposal deliberation and voting, proposal code, meeting registration and other matters, as well as the specific operation process and documents for future reference of participating in online voting, It also explains that shareholders have the right to attend the shareholders’ meeting in person or entrust agents in writing, and the agents entrusted by shareholders need not be shareholders of the company.
The general meeting of shareholders deliberated 8 proposals, including the proposal on changing the board of directors of the company and electing non independent directors of the third board of directors of the company, the proposal on changing the board of directors of the company and electing independent directors of the third board of directors of the company, the proposal on changing the board of supervisors of the company and electing shareholder representative supervisors of the third board of supervisors of the company Proposal on allowance for external directors (including independent directors) of the company’s board of directors, proposal on allowance for external supervisors of the company’s board of supervisors, proposal on application for credit line and guarantee from banks by the company and its holding subsidiaries in 2022 Proposal on prediction of daily connected transactions in 2022 and proposal on cash management using idle own funds. The above proposal or the main contents of the proposal have been announced on December 30, 2021.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the announcement, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders’ representatives (including shareholders and / or shareholders’ agents, the same below) attending the on-site meeting of the general meeting of shareholders, 2 Shareholders’ representatives (representing 2 shareholders), representing 69156400 shares, accounting for 37.6669% of the total voting shares of the company.
After verification, the exchange believes that the qualification of shareholders’ representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
There are 6 shareholders’ representatives voting online, representing 34615744 shares, accounting for 18.8539% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Shareholders of small and medium-sized investors participating in the voting of the general meeting of shareholders
There were 6 representatives of small and medium-sized investor shareholders who attended and voted at the shareholders’ meeting, and the number of voting shares represented was 7622144, accounting for 4.1515% of the total voting shares of the company.
3. Other personnel attending and attending the general meeting of shareholders as nonvoting delegates
It is verified that in addition to the shareholder representatives, some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting due to epidemic prevention and control; Other senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association. 4、 Voting procedures and results of the general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open voting, and the shareholder representatives deliberated the proposals of the general meeting of shareholders.
2. Online voting
The online voting of the general meeting of shareholders adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）How to vote. The specific time for shareholders to participate in online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 14, 2022; The specific time for shareholders to participate in online voting through the Internet voting system is 9:15-15:00 on January 14, 2022.
After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of online voting at the general meeting of shareholders.
3. Voting results
The on-site voting of the general meeting of shareholders shall be monitored in accordance with the procedures specified in the articles of association.
The company announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting.
The proposal of the general meeting of shareholders is effectively voted by the representatives of voting shareholders (including shareholder agents) participating in the on-site meeting and online voting.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
Proposal 1 proposal on the change of the board of directors and the election of non independent directors of the third board of directors of the company is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Moreover, all sub items of the proposal have been approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders. Among them, all sub items have been approved by 6401 shares held by the minority shareholders attending the meeting, 0 shares opposed and 7615743 shares abstained (some minority shareholders voting online did not vote on the proposal due to operation and other reasons, so they are treated as abstaining), The number of shares agreed by the minority shareholders attending the meeting accounts for 0.0840% of the total number of valid voting shares held by the minority shareholders attending the meeting;
Proposal 2 proposal on the change of the board of directors of the company and the election of independent directors of the third board of directors of the company is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Moreover, all sub items of the proposal have been approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders. Among them, all sub items have been approved by 6401 shares held by the minority shareholders attending the meeting, 0 shares opposed and 7615743 shares abstained (some minority shareholders voting online did not vote on the proposal due to operation and other reasons, so they are treated as abstaining), The number of shares agreed by the minority shareholders attending the meeting accounts for 0.0840% of the total number of valid voting shares held by the minority shareholders attending the meeting;
Proposal 3 proposal on changing the board of supervisors of the company and electing shareholders’ representative supervisors of the third board of supervisors of the company is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Moreover, all sub items of the proposal have been approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders. Among them, all sub items have been approved by 6401 shares held by the minority shareholders attending the meeting, 0 shares opposed and 7615743 shares abstained (some minority shareholders voting online did not vote on the proposal due to operation and other reasons, so they are treated as abstaining), The number of shares agreed by the minority shareholders attending the meeting accounts for 0.0840% of the total number of valid voting shares held by the minority shareholders attending the meeting;
Proposal 4 proposal on allowance for external directors (including independent directors) of the board of directors is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; In addition, 7622144 shares held by the minority shareholders attending the meeting agreed, 0 opposed and 0 abstained. The number of shares agreed by the minority shareholders attending the meeting accounted for 100.0000% of the total number of valid voting shares held by the minority shareholders attending the meeting; Proposal 5 proposal on allowance for external supervisors of the board of supervisors of the company is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; In addition, 7622144 shares held by the minority shareholders attending the meeting agreed, 0 opposed and 0 abstained. The number of shares agreed by the minority shareholders attending the meeting accounted for 100.0000% of the total number of valid voting shares held by the minority shareholders attending the meeting;
Proposal 6 proposal on the application of the company and its holding subsidiaries to the bank for credit line and guarantee in 2022 is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; In addition, 7622144 shares held by the minority shareholders attending the meeting agreed, 0 opposed and 0 abstained. The number of shares agreed by the minority shareholders attending the meeting accounted for 100.0000% of the total number of valid voting shares held by the minority shareholders attending the meeting;
Proposal 7 proposal on the prediction of daily connected transactions in 2022 is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Among them, Wuhu Chery Technology Co., Ltd., the shareholder of the company, is an affiliated shareholder and has avoided voting, and its voting rights are not included in the total number of effective voting rights; The proposal was approved by 7622144 shares held by minority shareholders attending the meeting, 0 against and 0 abstained. The number of shares agreed by minority shareholders attending the meeting accounted for 100.0000% of the total number of valid voting shares held by minority shareholders attending the meeting;
Proposal 8 proposal on cash management using idle self owned funds is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and approved by 7622144 shares held by the minority shareholders attending the meeting, 0 against and 0 abandoned, The number of shares agreed by the minority shareholders attending the meeting accounts for 100.0000% of the total number of valid voting shares held by the minority shareholders attending the meeting.
After verification, the exchange believes that the voting procedures of the general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
In conclusion, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with Chinese laws and regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of the convener of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and valid.
The original of this legal opinion is in triplicate, one of which is submitted by the exchange to the company and the other is kept by the exchange for filing. (no text below)
