Report of Beijing Zhonglun (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Guangzhou Ruoyuchen Technology Co.Ltd(003010) 2022
Legal opinion
January 2002
23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10#Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 2826 1688 Fax: (8620) 2826 1666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Guangzhou Ruoyuchen Technology Co.Ltd(003010)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangzhou Ruoyuchen Technology Co.Ltd(003010)
Entrusted by Guangzhou Ruoyuchen Technology Co.Ltd(003010) (hereinafter referred to as “the company”), Beijing Zhonglun (Guangzhou) law firm appointed lawyer Cheng Junge and Lawyer Liu Jie (hereinafter referred to as “the 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. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies and other laws and regulations, the articles of association of Guangzhou Ruoyuchen Technology Co.Ltd(003010) (hereinafter referred to as the “articles of association”) and the rules of procedure of Guangzhou Ruoyuchen Technology Co.Ltd(003010) general meeting of shareholders, the lawyers of the firm have conducted a thorough investigation on the convening and convening procedures, attendees The convener’s qualification, voting procedures and voting results of the general meeting of shareholders have been verified and witnessed, and this legal opinion is issued according to the understanding of facts and laws.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. After verification, the shareholders’ meeting was convened by the third board of directors of the company. In order to hold this general meeting of shareholders, the company held the fourth meeting of the third board of directors on December 31, 2021, deliberated and approved the proposal to hold the first extraordinary general meeting of shareholders in 2022 on January 18, 2022, and agreed to submit the proposal on by election of non independent directors of the third board of directors to the general meeting of shareholders for deliberation.
2. On January 1, 2022, the board of directors of the company published the notice of convening the shareholders’ meeting on cninfo.com. According to the above announcement, the shareholders’ meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the on-site meeting time, online voting time, on-site meeting place, meeting convener, meeting method, equity registration date, participants, deliberation items, registration method of on-site meeting Identity authentication and voting procedures of shareholders participating in online voting.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:00 on January 18, 2022 in the conference room on the 32nd floor, block g, Gaode land winter Plaza, No. 16, Zhujiang East Road, Tianhe District, Guangzhou, Guangdong Province. As the chairman Mr. Wang Yu was on a business trip, more than half of the directors jointly recommended director Zhang Chunyan to preside over the meeting. The online voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 18, 2022. The voting time of the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 18, 2022, The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and contents of the shareholders’ meeting are consistent with those of the announcement. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the shareholders’ meeting on site
A total of 5 shareholders and shareholders’ agents attended the shareholders’ meeting on site, representing 50467248 shares with effective voting rights, accounting for 41.4686% of the total voting shares of the company. Our lawyers have verified the identity certificates, shareholding certificates and power of attorney of the above shareholders or shareholder agents.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at this shareholders’ meeting is 6, with 16000 representative shares, accounting for 0.0131% of the total voting shares of the company.
3. Non voting personnel
The persons attending the shareholders’ meeting as nonvoting delegates are: directors, supervisors, senior managers and witness lawyers of the company. (II) the shareholders’ meeting was convened by the third board of directors of the company
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The general meeting of shareholders was convened by the board of directors, which complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Proposal of this shareholders’ meeting
The proposal considered at this shareholders’ meeting is: proposal on by election of non independent directors of the third board of directors. The specific contents of the above proposal have been announced by the board of directors of the company on cninfo.com.
Upon inspection, the matters considered at this shareholders’ meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. Accordingly, after the on-site voting and online voting at this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
1. Proposal on by election of non independent directors of the third board of directors
Voting results: 50468048 shares were approved, accounting for 99.9699% of the effective voting rights held by shareholders attending the meeting; 15200 objections and 0 abstention.
Among them, the voting results of small and medium-sized investors were: 1000 shares were agreed, accounting for 6.1728% of the effective voting rights held by small and medium-sized shareholders attending the meeting; 15200 objections and 0 abstention.
Ms. Luo Zhiqing was elected as a non independent director of the third board of directors.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners and the voting procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Zhonglun (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Guangzhou Ruoyuchen Technology Co.Ltd(003010) 2022.) Beijing Zhonglun (Guangzhou) law firm
Principal: Handling lawyer:
Zhang Xiaoyan, Cheng Junge
Liu Jie
January 18, 2002
