Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Topband Co.Ltd(002139)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Floor 9-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
10/F, TowerA, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 3325 6666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Topband Co.Ltd(002139)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Topband Co.Ltd(002139) (your company)
According to 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”) According to the relevant provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the articles of association of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as the “exchange”) accepts the entrustment of your company, Appoint a lawyer to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”), witness the legitimacy of important matters such as the procedures for convening and convening the general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, voting procedures and voting results, and issue legal opinions according to law.
In order to issue legal opinions, our lawyers witnessed the shareholders’ meeting and reviewed the following documents provided by your company, including (but not limited to):
(I) announcement on the resolutions of the 18th (Interim) meeting of the seventh board of directors;
(II) announcement on the resolution of the 15th (Interim) meeting of the seventh board of supervisors;
(III) Shenzhen Topband Co.Ltd(002139) Circular on convening the first extraordinary general meeting of shareholders in 2022
(IV) registration records and certificates of shareholders’ attendance at the general meeting of shareholders;
(V) documents of the general meeting of shareholders.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, We will not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the relevant legal issues of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
This general meeting of shareholders is convened by the board of directors of your company. The board of directors of your company made an announcement on the designated media and cninfo (www.cn. Info. Com. CN.) on January 8, 2022 The notice of Shenzhen Topband Co.Ltd(002139) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website. The board of directors of your company has reported the basic information of the general meeting of shareholders (convener, time, place, method, equity registration date, participants of the meeting), matters considered at the meeting The registration method of attending the on-site meeting, the identity authentication and voting procedures of shareholders participating in online voting, and other matters shall be announced. The general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting was held at 2:30 p.m. on January 24, 2022 in the conference room of Tuobang Industrial Park Company, Keji Second Road, Shiyan street, Bao’an District, Shenzhen. The online voting time is January 24, 2022. Among them, the time for 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 24, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 24, 2022.
After verification, the time, place, method and content of the shareholders’ meeting are consistent with those of the announcement. To sum up, the convening method of this general meeting of shareholders complies with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 The qualifications of the convener and the attendees of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of your company and presided over by the chairman.
A total of 38 shareholders (or their proxies) of your company participated in the on-site meeting and online voting of the general meeting of shareholders, representing 3989341 shares, accounting for 31.7419% of the total share capital of the company (four decimal places are reserved in this legal opinion, and if there is any tail difference, it is the reason for rounding).
Among them, 10 shareholders and shareholders’ agents attended the on-site meeting and voted effectively, representing 264580500 shares, accounting for 21.0489% of the total share capital of the company.
According to the statistical table of online voting results of the first extraordinary general meeting of shareholders in Shenzhen Topband Co.Ltd(002139) 2022 obtained by your company through Shenzhen Securities Information Co., Ltd., your company has 28 shareholders participating in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, and the total number of voting shares held is 134408841, Accounting for 10.6930% of the total share capital of the company.
The qualification of shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
A total of 30 minority shareholders attended the meeting (minority shareholders refer to shareholders holding less than 5% of the shares individually or in total, except for directors, supervisors and senior managers of the company), representing 136981941 shares, accounting for 10.8977% of the total share capital of the company.
The directors, supervisors and senior managers of your company attended or attended the on-site meeting as nonvoting delegates (due to the influence of covid-19 pneumonia epidemic, some directors attended the meeting as nonvoting delegates by means of remote communication), and the handling lawyers of our office attended the on-site meeting as nonvoting delegates. After verification, the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law and other laws and regulations and the articles of association, which are legal and effective.
4、 Voting procedures and results of this general meeting of shareholders
The following proposals were considered and adopted by on-site voting and online voting at the general meeting of shareholders:
(I) proposal on changing the implementation mode, subject and place of some investment projects with raised funds
The voting on this motion is as follows:
398879241 shares were approved, accounting for 99.9724% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; Against 110100 shares, accounting for 0.0276% of the valid voting shares represented by the shareholders attending the meeting and entrusted agents; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the valid voting shares represented by shareholders attending the meeting and entrusted agents.
The voting of minority shareholders present at the meeting is as follows:
136871841 shares were approved, accounting for 99.9196% of the valid voting shares represented by minority shareholders and entrusted agents attending the meeting; Against 110100 shares, accounting for 0.0804% of the valid voting shares represented by minority shareholders and entrusted agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the valid voting shares represented by minority shareholders and entrusted agents attending the meeting.
Voting result of this motion: the matter was passed.
After verification, the matters considered at this shareholders’ meeting are consistent with those listed in the notice of the announcement, and there is no case of considering and voting on matters not listed in the announcement.
After verification, the general meeting of shareholders will vote in a combination of on-site open voting and online voting. Two shareholders’ representatives and one supervisor were elected at the on-site meeting for vote counting and monitoring. The votes of the on-site meeting were counted on the spot. After the final voting results were determined by combined statistics with the online voting results, they were published.
After verification, the minutes of the shareholders’ meeting have been signed by the directors, supervisors, Secretary of the board of directors and the chairman of the meeting, and the resolutions of the meeting have been signed by the directors attending the meeting.
To sum up, the voting procedures and voting methods of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of laws and regulations, normative documents and the articles of association, and the qualifications, voting procedures and voting results of the convener and attendees of the general meeting of shareholders are legal and effective.
This legal opinion is made in quadruplicate.
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(this page is the signature page of the legal opinion of Beijing Zhonglun (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Topband Co.Ltd(002139) 2022)
Beijing Zhonglun (Shenzhen) law firm (seal)
Person in charge: Handling lawyer:
Lai Jihong, Cui Hongchuan
Handling lawyer:
Chen Yili
January 25, 2022
