Beijing Guofeng (Shenzhen) law firm
About Shenzhen Esun Display Co.Ltd(002751)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. c0005
To: Shenzhen Esun Display Co.Ltd(002751)
Entrusted by Shenzhen Esun Display Co.Ltd(002751) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of the first extraordinary general meeting of shareholders in 2022 held by your company.
According to 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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), and other laws This legal opinion is issued on matters related to the general meeting of shareholders in accordance with relevant regulations, normative documents and the Shenzhen Esun Display Co.Ltd(002751) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. On January 4, 2022, your company published the announcement on the resolution of the 13th meeting of the Shenzhen Esun Display Co.Ltd(002751) Fourth Board of directors in 2021 in the media meeting the conditions specified by China Securities Regulatory Commission (hereinafter referred to as “CSRC”);
2. On January 4 and January 14, 2022, your company published the notice of Shenzhen Esun Display Co.Ltd(002751) on convening the first extraordinary general meeting in 2022 and the suggestive notice of Shenzhen Esun Display Co.Ltd(002751) on convening the first extraordinary general meeting in 2022 (hereinafter collectively referred to as the notice of the general meeting) in the media meeting the conditions specified by the CSRC;
3. Register of shareholders, identity certificates of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the verification of our lawyers, the shareholders’ meeting was decided to be held by the 13th meeting of the Fourth Board of directors held on December 31, 2021. On January 4, 2022, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of the general meeting of shareholders of your company complies with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
(II) convening of the general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and method of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at the company conference room on the 23rd floor of Yishang creative technology building, No. 22, Jiaan South Road, Bao’an District, Shenzhen at 14:30 on January 19, 2022. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time for voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on January 19, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on January 19, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Liu Menglong, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of January 13, 2022 (equity registration date). There were 5 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, 40410768 voting shares representing your company, accounting for 26.1508% of the total voting shares of your company. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders voting through the online voting system during the online voting time, representing 16800 voting shares of your company, accounting for 0.0109% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
The Secretary of the board of directors, directors, supervisors and other senior managers of your company and the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders’ meeting deliberated the proposal listed in the notice of shareholders’ meeting and voted on the proposal by open ballot, The votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of your company) were counted separately.
After checking the on-site voting results provided by your company and the online voting statistical results provided by Shenzhen Securities Information Co., Ltd., the voting results of the proposal on proposed change of audit institution in 2021 deliberated at the shareholders’ meeting are as follows:
Voting: 40423868 shares were approved, accounting for 99.9908% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Against 3700 shares, accounting for 0.0092% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares waived.
Among them, the voting situation of small and medium-sized investors: 13100 shares were agreed, accounting for 77.9762% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; 3700 opposed shares, accounting for 22.0238% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 0 shares waived.
According to the counting of the on-site voting results by the vote counting and monitoring representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders’ meeting voted on the proposals listed in the notice of shareholders’ meeting, and announced the voting results on the spot. According to the voting results, all the proposals considered at the shareholders’ meeting were passed.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of Association; The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate.
