Shanghai jintiancheng (Guangzhou) law firm
About Risuntek Inc(002981)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: unit 02-07, 33rd floor and unit 01-02, 35th floor, Guangzhou International Financial Center, No. 5, Zhujiang West Road, Tianhe District, Guangzhou
Tel: 020-89281168 Fax: 020-89285188
Postal Code: 510623
Shanghai jintiancheng (Guangzhou) law firm
About Risuntek Inc(002981)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Entrusted by Risuntek Inc(002981) (hereinafter referred to as "the company"), Shanghai jintiancheng (Guangzhou) law firm (hereinafter referred to as "the firm") appointed lawyer Zhao Jianfa and lawyer Lu Shasha (hereinafter referred to as "the firm's lawyer") to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on January 17, 2022. 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"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and other current effective laws and regulations in China and the relevant provisions of the Risuntek Inc(002981) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures of the meeting and the legitimacy and validity of the voting results. In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. Our lawyers have obtained the company's commitment that the documents and statements and explanations provided by them for the issuance of this legal opinion are true, accurate, complete and effective, the copies or copies of the documents provided are consistent with the original and the original, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment, falsehood and omission.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders comply with relevant laws, regulations, the articles of association and other relevant provisions, as well as whether the qualification of the participants, the qualification of the convener, the voting procedures and the voting results are legal and effective, Do not express opinions on the authenticity and accuracy of the facts or data expressed in the meeting proposal.
The exchange and the handling lawyer agree to take this legal opinion as the legal document of the announcement of the general meeting of shareholders, announce it together with other announcement documents, and bear legal responsibility for the legal opinions issued according to law. This legal opinion is only for the purpose of witnessing the shareholders' meeting of the company and shall not be used for any other purpose.
Based on the above, 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 issued the following legal opinions on the company's general meeting of shareholders: I. convening and convening procedures of the general meeting of shareholders
The board of directors of the company held the 26th meeting of the second board of directors on December 31, 2021, deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on January 17, 2022. On December 31, 2021, the board of directors of the company published the notice of Risuntek Inc(002981) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders") through the information disclosure media designated by China Securities Regulatory Commission. The notice of the general meeting of shareholders specifies the time, place, voting method, matters to be considered at the meeting, equity registration date, participants of the meeting, meeting registration method, etc.
After verification by our lawyers, the shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held in the company conference room of Jiuwei Industrial Zone, Qishi Town, Dongguan City, Guangdong Province at 14:30 on January 17, 2022. The online voting of the general meeting of shareholders is conducted through the trading system voting platform and Internet voting platform of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The time and place of the shareholders' meeting are consistent with the contents disclosed in the notice of shareholders' meeting. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(I) qualification of personnel attending the general meeting of shareholders
According to the verification of our lawyers, there are 6 shareholders and shareholder agents attending the on-site meeting of the company's general meeting and voting through the Internet, representing 72007000 shares with voting rights, accounting for 75.0073% of the total voting shares of the company, including:
1. There were 3 shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders, representing 66500000 shares with voting rights, accounting for 69.2708% of the total voting shares of the company. The above shareholders are the company's shareholders registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their authorized agents after the closing of the stock market on January 10, 2022.
2. According to the statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders voting through online voting, representing 5507000 shares with voting rights, accounting for 5.7365% of the total voting shares of the company. The above shareholders who voted online have been authenticated by Shenzhen Securities Information Co., Ltd. in accordance with the relevant provisions of Shenzhen Stock Exchange.
In addition to the above shareholders and shareholders' agents attending the shareholders' meeting, the directors, supervisors, Secretary of the board of directors and the witness lawyers of the exchange attended the shareholders' meeting, and other senior managers attended the shareholders' meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
After verification by the lawyers of the firm, the convener of the general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the attendees and conveners of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting to vote on the proposals listed in the notice of general meeting of shareholders. According to the rules of the general meeting of shareholders and the articles of association, the votes of the general meeting of shareholders shall be counted and monitored by the representatives of shareholders, supervisors and lawyers of the exchange.
The online voting of the general meeting of shareholders was conducted through the voting platform of the trading system of Shenzhen Stock Exchange and the Internet voting platform according to the time period determined in the notice of general meeting of shareholders. Shenzhen Securities Information Co., Ltd. provided the statistical results of online voting. After the combined statistics of the voting results of on-site voting and online voting, the chairman of the meeting announced the voting results of each proposal at the shareholders' meeting.
(II) voting results of the general meeting of shareholders
The voting results of this shareholders' meeting are as follows:
1. The proposal on the election of non independent directors of the third board of directors of the company was deliberated and adopted
The proposal adopts cumulative voting to vote item by item to elect 4 non independent directors. According to the voting results, Shen Qingkai, Guo Liqin, Guo Rongxiang and Xu linzhe were elected as non independent directors of the third board of directors of the company. The specific voting conditions and results are as follows:
1.01 elect Mr. Shen Qingkai as a non independent director of the third board of directors
The voting votes obtained were 72000000 shares, accounting for 99.9903% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 0 shares won the votes of small and medium-sized investors, accounting for 0% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
1.02 elect Ms. Guo Liqin as a non independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
1.03 elect Mr. Guo Rongxiang as a non independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
1.04 elect Mr. Xu linzhe as a non independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
2. The proposal on the election of independent directors of the third board of directors of the company was deliberated and adopted
The proposal adopts cumulative voting to vote item by item to elect three independent directors. According to the voting results, Chen Lixin, Zeng Minhui and Zhao Xiaoming were elected as independent directors of the third board of directors of the company. The specific voting conditions and results are as follows:
2.01 elect Mr. Chen Lixin as an independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
2.02 elect Mr. Zeng Minhui as an independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
2.03 elect Mr. Zhao Xiaoming as an independent director of the third board of directors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
3. The proposal on the election of non employee representative supervisors of the third board of supervisors of the company was deliberated and adopted
The proposal adopts cumulative voting to vote item by item, and elect two non employee representative supervisors. According to the voting results, sun Yiwen and Ming Youjie were elected as non employee representative supervisors of the third board of supervisors of the company. The specific voting conditions and results are as follows:
3.01 elect Mr. Sun Yiwen as the non employee representative supervisor of the third board of supervisors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
3.02 elect Mr. Ming Youjie as the non employee representative supervisor of the third board of supervisors
72002000 electoral votes were obtained, accounting for 99.9931% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 2000 votes of small and medium-sized investors, accounting for 28.5714% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders.
4. The proposal on increasing the business scope and amending the articles of association was deliberated and adopted
Agree to 72007000 shares, accounting for 100% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders (including online voting) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 7000 shares, accounting for 100% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the general meeting of shareholders; 0 dissenting shares, accounting for 0% of the total voting shares held by minority shareholders (including online voting) attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by minority shareholders (including online voting) attending the general meeting of shareholders. This proposal is a special resolution proposal, which shall be adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders. According to the statistics of on-site and online voting results, the motion has been passed.
The lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the company law, rules of general meeting of shareholders and other relevant laws and regulations
