Beijing Yingke (Shenzhen) law firm on Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Yingke (Shenzhen) law firm
Floor 3, block B, Rongchao business center, 6003 Yitian Road, Futian District, Shenzhen
January, 2002
Beijing Yingke (Shenzhen) law firm
About Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
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"), and the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission Detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as "detailed rules for the implementation of online voting"), measures for the administration of law firms engaging in securities legal business (hereinafter referred to as "measures for practice") The securities legal business practice rules of law firms (Trial) (hereinafter referred to as the "practice rules") and other laws, regulations and normative documents, as well as the relevant provisions of the Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) articles of Association (hereinafter referred to as the "articles of association"), Beijing Yingke (Shenzhen) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) (hereinafter referred to as "the company"), appointed lawyer Lin Libin and lawyer Cai han to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") and issued this legal opinion.
In accordance with the provisions of the company law, the securities law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting, the practice measures and the practice rules, and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of this shareholders' meeting of the company, and shall not be used for any other purpose by anyone. The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company. In accordance with paragraph 2 of Article 19 of the securities law, Article 5 of the rules of the general meeting of shareholders, the practice measures and the detailed rules for the implementation of online voting, 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 the company, and now issue the following legal opinions:
1、 Procedures for convening and convening this general meeting of shareholders
(I) convening of the general meeting of shareholders
It is verified that the shareholders' meeting of the company was convened by the proposal of the board of directors. On January 8, 2022, the board of directors of the company published in the securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) on convening the first extraordinary general meeting of shareholders in 2022 was announced on the. The aforesaid announcement specifies the time, place, convener and method of the general meeting of shareholders. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights. They have the right to attend the general meeting of shareholders. The shareholders' equity registration date, registration method, contact address, contact person and other matters, and specify the deliberations of the general meeting of shareholders. The contents of relevant proposals to be considered at this shareholders' meeting have been fully disclosed.
(II) convening of this general meeting of shareholders
The general meeting of shareholders is held by means of a combination of on-site open written voting and online voting.
The on-site meeting of the general meeting of shareholders of the company was held at room 2306, block a, center Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) 5, Guansheng Second Road, Longhua District, Shenzhen as scheduled at 15:00 p.m. on Wednesday, January 25, 2022. The time and place of the general meeting of shareholders are consistent with the corresponding matters specified in the announcement. The specific time of online voting through the trading system and Internet voting system of Shenzhen Stock Exchange in this shareholders' meeting is: (1) the specific time of online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 25, 2022; (2) The specific time of voting through the Internet voting system of Shenzhen Stock Exchange: any time from 9:15 to 15:00 on January 25, 2022.
The general meeting of shareholders is presided over by Mr. Tang Jian, chairman of the board. The meeting materials related to the general meeting of shareholders have been submitted to the shareholders attending the meeting.
Upon review, the convening and convening procedures of the general meeting of shareholders and the notice and announcement time of the general meeting of shareholders comply with the relevant provisions of the company law and other laws and regulations, the rules for the general meeting of shareholders, the articles of association and the detailed rules for the implementation of online voting.
2、 On the qualifications of the personnel attending the general meeting of shareholders
According to the verification and examination of the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. by the afternoon of January 20, 2022 (equity registration date), and the business license, identity certificate, stock account card, shareholding certificate, power of attorney and shareholder attendance book of the shareholders attending the meeting, A total of 10 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 340701324 voting shares, accounting for 52.9298% of the total 643685741 voting shares of the company; According to the statistics of the trading system and Internet voting system of Shenzhen Stock Exchange and confirmed by the company, there are 11 shareholders voting through the network system during the network voting time, representing 25703170 voting shares, accounting for 3.9931% of the company's total voting shares of 643685741; Among them, there are 15 small and medium-sized investors holding less than 5% (excluding 5%), representing 26158270 voting shares, accounting for 4.0638% of the company's total voting shares of 643685741.
To sum up, 21 shareholders and shareholders' agents participated in and voted at the general meeting of shareholders of the company, representing 366404494 voting shares, accounting for 56.9229% of the total 643685741 voting shares of the company. In addition to the shareholders and shareholders' agents of the company, some directors, supervisors, senior managers and lawyers of the company also attended and attended the shareholders' meeting.
The lawyers of the firm believe that the qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the relevant provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association.
3、 On the qualification of the convener of the general meeting of shareholders
The convener of the general meeting of shareholders is the board of directors of the company. The lawyers of the firm believe that the qualification of the convener meets the relevant provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association, and the qualification of the convener is legal and effective. 4、 Matters to be considered at this shareholders' meeting
The shareholders' meeting deliberated the following five proposals:
1. Proposal on by election of independent directors of the 5th board of directors;
2. Proposal on purchasing directors, supervisors and senior managers liability insurance;
3. Proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary;
4. Proposal on the management measures for the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan;
5. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock options and restricted stock incentive plans.
After review by the lawyers of the firm, the proposals actually deliberated at the general meeting of shareholders are consistent with those specified in the announcement and comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5、 On the voting methods, procedures and results of this general meeting of shareholders
1. This general meeting of shareholders adopts the combination of on-site open written voting and online voting. In accordance with the articles of association and the rules of the general meeting of shareholders, the shareholders and authorized representatives attending the on-site meeting of the general meeting of shareholders shall vote on the proposals of the general meeting of shareholders by open ballot, and monitor, check and count the votes according to the procedures; Online voting obtains online voting results through the online voting system in accordance with the articles of association, rules of the general meeting of shareholders and detailed rules for the implementation of online voting.
2. The general meeting of shareholders counted and monitored the votes on the proposals under consideration according to the regulations, and announced the voting results on the spot.
3. The following proposals were deliberated and adopted by means of on-site open written voting and online voting. The voting conditions are as follows:
(1) Proposal on by election of independent directors of the 5th board of directors;
Total voting results: 348531385 shares were approved, accounting for 95.1220% of the total voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 8285161 shares were agreed, accounting for 31.6732% of the total shares of small and medium-sized investors with voting rights attending the meeting; No objection shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total shares of small and medium-sized investors with voting rights attending the meeting.
(2) Proposal on purchasing directors, supervisors and senior managers liability insurance;
Total voting results: 109951787 shares were approved, accounting for 99.9052% of the total voting shares attending the general meeting of shareholders; Against 104300 shares, accounting for 0.0948% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 25986770 shares were agreed, accounting for 99.6002% of the total shares of small and medium-sized investors with voting rights attending the meeting; Against 104300 shares, accounting for 0.3998% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total shares of small and medium-sized investors with voting rights attending the meeting.
During the deliberation of this proposal, the related shareholders Tang Jian, Liu Cuiying, Zhao Yong, Zhou Yu, Wang Hengbo, Zhang Jian and Tang Kun have avoided voting, and their shares are not included in the total number of voting shares mentioned above.
(3) Proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary;
Total voting results: 363660380 shares were approved, accounting for 99.8886% of the total voting shares attending the general meeting of shareholders; 405734 shares opposed, accounting for 0.1114% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 25685336 shares were agreed, accounting for 98.4449% of the total shares of small and medium-sized investors with voting rights attending the meeting; 405734 shares opposed, accounting for 1.5551% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total shares of small and medium-sized investors with voting rights attending the meeting.
During the deliberation of this proposal, the affiliated shareholders Zhao Yong, Zhou Yu, Wang Hengbo, Zhang Jian and Tang Kun have avoided voting, and their shares are not included in the total number of voting shares mentioned above.
(4) Proposal on the management measures for the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan;
Total voting results: 363660380 shares were approved, accounting for 99.8886% of the total voting shares attending the general meeting of shareholders; 405734 shares opposed, accounting for 0.1114% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 25685336 shares were agreed, accounting for 98.4449% of the total shares of small and medium-sized investors with voting rights attending the meeting; 405734 shares opposed, accounting for 1.5551% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total shares of small and medium-sized investors with voting rights attending the meeting.
During the deliberation of this proposal, the affiliated shareholders Zhao Yong, Zhou Yu, Wang Hengbo, Zhang Jian and Tang Kun have avoided voting, and their shares are not included in the total number of voting shares mentioned above.
(5) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock options and restricted stock incentive plans;
Total voting results: 363660380 shares were approved, accounting for 99.8886% of the total voting shares attending the general meeting of shareholders; 405734 shares opposed, accounting for 0.1114% of the total voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Voting results of small and medium-sized investors: 25685336 shares were agreed, accounting for 98.4449% of the total shares of small and medium-sized investors with voting rights attending the meeting; 405734 shares opposed, accounting for 1.5551% of the total shares of small and medium-sized investors with voting rights attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total shares of small and medium-sized investors with voting rights attending the meeting.
During the deliberation of this proposal, the affiliated shareholders Zhao Yong, Zhou Yu, Wang Hengbo, Zhang Jian and Tang Kun have avoided voting, and their shares are not included in the total number of voting shares mentioned above.
To sum up, the first proposal considered at this meeting is the cumulative voting proposal, which adopts the cumulative voting system; The proposals 1-2 discussed at this meeting have been effectively adopted by more than half of the voting rights held by the voting shareholders and shareholder agents; The shareholders with voting rights participating in the voting of the third to fifth proposals considered at this meeting and
