Deheng Shanghai law firm
about
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2022
Witness opinion
23 / F, office building, Shanghai Magnolia Plaza, 501 dongdaming Road, Shanghai
Tel: 021-55989888 / 55989666 Fax: 021-5598 post code: 200080
Deheng Shanghai law firm
About Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2022
Witness opinion
Deheng 02g20210079- 00004 to: Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Deheng Shanghai law firm has accepted the entrustment of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”) and appointed our witness lawyer to attend the first interim general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company at 14:30 p.m. on January 25, 2022 in the conference room of the company, No. 1 Longteng Road, Kunshan City, Jiangsu Province, Witness the convening of this general meeting of shareholders and issue this witness opinion.
The witness lawyer of this office has issued the facts that have occurred or exist before the date of this witness opinion and the current effective laws and regulations such as 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”) This witness opinion is made in laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”) and the rules of procedure of the general meeting of shareholders of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”).
In order to issue this witness opinion, our witness lawyer reviewed the relevant documents and materials of the company’s general meeting of shareholders. Our witness lawyer obtained the following guarantee from the company, that is, he has provided the materials that our witness lawyer considers necessary for issuing this witness opinion, and the raw materials, copies, copies, oral testimony and other materials provided are true, accurate and reliable Complete requirements, without any concealment or omission, and the relevant copies, copies and other materials are consistent with the original materials.
In order to issue this witness opinion, the witness lawyer of this office has examined the following contents, including but not limited to:
1. Convening and convening procedures of the company’s general meeting of shareholders;
2. Qualification of the persons attending the general meeting of shareholders and the convener of the meeting;
3. Voting procedures and results of the general meeting of shareholders;
4. Whether the shareholders’ meeting discussed matters that were not included in the agenda of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) notice on convening the first extraordinary shareholders’ meeting in 2022 and Infovision Optoelectronics (Kunshan) Co.Ltd(688055) announcement on adding interim proposals to the first extraordinary shareholders’ meeting in 2022.
In order to issue this witness opinion, we and our witness lawyers declare as follows:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this witness opinion, the firm and its witness lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this witness opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The witness lawyers of this office shall be based on the facts that have occurred or existed before the date of this witness opinion and the current laws, regulations, departmental rules and other normative documents of the people’s Republic of China (in this witness opinion, it is only for the purpose of differential expression, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) The relevant provisions of the CSRC and the Shanghai Stock Exchange.
3. This witness opinion is only used for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose without the written consent of the exchange and the witness lawyer.
4. The exchange and the witness lawyer agree to take this witness opinion as the necessary announcement document of the company’s general meeting of shareholders and announce it together with other documents.
5. In this witness opinion, the witness lawyer of the firm only expresses opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting comply with the provisions of the company law, the securities law and other laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals of the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the relevant requirements of the securities law, the rules of the general meeting of shareholders, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (Trial), the articles of association and the rules of procedure of the general meeting of shareholders, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Based on the verification and verification of relevant documents and facts provided by the company, the following witness opinions are issued:
1、 On the convening and convening procedures of this general meeting of shareholders
Our witness lawyers have adopted the following verification methods, including but not limited to: 1. Log in to the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Query relevant announcements; 2. Check the notice of the company’s general meeting of shareholders and the convening of on-site meetings; 3. Check the resolutions of the 14th meeting of the first board of directors, the 16th meeting of the first board of directors, the 10th meeting of the first board of supervisors, etc.
On the basis of careful verification, our witness lawyer issued the following witness opinions:
After verification by the witness lawyers of the firm, the 16th meeting of the first board of directors of the company was held on January 6, 2022, and it was decided to convene the general meeting of shareholders, On January 10, 2022, the notice of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) was published and announced on the website of Shanghai Stock Exchange and the information disclosure media designated by the company. The board of directors of the company has made a resolution on the convening of the general meeting of shareholders and notified all shareholders in the form of announcement 15 days before the convening of the general meeting of shareholders.
On January 15, 2022, the company published and announced Infovision Optoelectronics (Kunshan) Co.Ltd(688055) announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “announcement of temporary proposals”) on the website of Shanghai Stock Exchange and the information disclosure media designated by the company, Kunshan Guochuang Investment Group Co., Ltd., a shareholder holding 45.90% of the company’s shares alone, put forward an interim proposal on January 14, 2022 and submitted it in writing to the convener of the general meeting of shareholders, requesting that the proposal on adjusting the assessment and remuneration of Mr. Tao Yuan, chairman and general manager of the company, be submitted as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Except for the above-mentioned temporary proposal, other matters in the notice remain unchanged. The notice and the announcement of temporary proposal set forth the time, place, matters to be considered, participants and registration methods of the shareholders’ meeting, and explained the equity registration date of shareholders entitled to attend the meeting and their right to entrust agents to attend the meeting and vote.
On January 10, 2022, the company published and announced Infovision Optoelectronics (Kunshan) Co.Ltd(688055) announcement on public solicitation of entrusted voting rights of independent directors on the website of Shanghai Stock Exchange and the information disclosure media designated by the company, On January 15, 2022, the supplementary announcement of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) on the public solicitation of entrusted voting rights by independent directors was published and announced on the website of Shanghai Stock Exchange and the information disclosure media designated by the company. Mr. Xue Wenjin, the independent director of the company, was entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company for all proposals considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 25, 2022. The starting and ending time of soliciting proxy voting rights is from January 19, 2022 to January 20, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.). As of the end of the solicitation time, no shareholder has entrusted voting to the soliciter.
The general meeting of shareholders was held in the form of on-site meeting and online voting. The on-site meeting was held at 14:30 p.m. on January 25, 2022 in the conference room of No. 1 company, Longteng Road, Kunshan City, Jiangsu Province; In online voting, the voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 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 general meeting of shareholders was presided over by Tao Yuan, chairman of the company. The time, place, deliberation of proposals and other matters of the meeting were consistent with those disclosed in the notice and the announcement of interim proposals.
The witness lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association.
2、 About the qualifications of the persons attending the general meeting of shareholders and the convener of the meeting
The witness lawyers of the exchange have adopted the following verification methods, including but not limited to: 1. Check the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch; 2. Check the ID card of the shareholders present and entrusted and the proof materials of the securities account; 3. Check the power of attorney of the shareholders entrusted to attend the meeting; 4. Check the attendance book of the general meeting of shareholders; 5. Witness the convening of the general meeting of shareholders of the company.
On the basis of careful verification, our witness lawyer issued the following witness opinions:
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the witness lawyer of this office checked the ID card and power of attorney of the natural person shareholder attending the meeting, the copy of the business license of the legal person shareholder, the certificate of the legal representative or the power of attorney of the legal representative, the ID card of the participant, etc, Three shareholders and their entrusted agents attended the on-site meeting of the general meeting of shareholders, representing 3000001400 voting shares of the company, accounting for 90.0000% of the total shares of the company.
According to the online voting statistics of the general meeting of shareholders and the statistical results of the on-site meeting, there are 10 shareholders and their entrusted agents attending the general meeting of shareholders, and the number of voting shares representing the company is 3015029969, accounting for 90.4509% of the total shares of the company.
All directors and supervisors of the company attended the shareholders’ meeting, and all senior managers of the company and the witness lawyers of the firm attended the shareholders’ meeting as nonvoting delegates.
In conclusion, the witness lawyers of the firm believe that the qualifications of the attendees of the general meeting of shareholders meet the provisions of relevant laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of relevant laws, regulations and the articles of association.
3、 On the qualification of shareholders and proposal procedures for putting forward temporary proposals at the general meeting of shareholders
On January 14, 2022, Kunshan Guochuang Investment Group Co., Ltd., a shareholder holding 45.90% of the company’s shares, put forward an interim proposal and submitted it in writing to the convener of the general meeting of shareholders, requesting that the proposal on adjusting the assessment and remuneration of Mr. Tao Yuan, chairman and general manager of the company, be submitted as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The witness lawyer of the firm believes that Kunshan Guochuang Investment Group Co., Ltd., as a shareholder of the company, holds 45.90% of the shares of the company and is qualified to put forward the interim proposal of the general meeting of shareholders. The content of the interim proposal complies with the general requirements of the general meeting of shareholders, belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association. Kunshan Guochuang Investment Group Co., Ltd. proposed to increase the procedures and contents of the interim proposal of the general meeting of shareholders in line with the provisions of relevant laws, regulations and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
The witness lawyers of the firm have adopted the following verification methods, including but not limited to: 1. Check the information of the company’s shareholders’ meeting; 2. Supervise the on-site voting of the general meeting of shareholders; 3. Check the votes filled in by shareholders; 4. Supervise the on-site counting of votes at the shareholders’ meeting; 5. Check the voting summary and online voting results of the proposals considered at the general meeting of shareholders.
On the basis of careful verification, our witness lawyer issued the following witness opinions:
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider the proposals requiring voting listed in the notice of the meeting and the announcement of interim proposals. The on-site meeting voted by open ballot, counted and monitored the votes, and announced the voting results at the meeting. The proposals and voting results deliberated and adopted at the general meeting of shareholders are as follows:
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary
Voting result: adopted. The proposal is voted by non cumulative voting. Shareholders and their entrusted agents attending the on-site meeting and online voting agree with 1544885001 shares, oppose 144968 shares and abstain 0 shares. The number of agreed shares accounts for 99.9906% of the total voting shares (including online voting) attending the meeting. Infovisionoptoelectronics Holdings Limited is an affiliated shareholder of this proposal, and the number of voting shares held by infovisionoptoelectronics Holdings Limited is 147000000 shares, which has avoided voting on this proposal.
Among them, the voting results of small and medium-sized investors are: 14885001 shares agreed, 144968 shares opposed and 0 shares abstained. The number of shares agreed accounts for 99.0355% of the total voting shares (including online voting) of small and medium-sized investors attending the meeting.
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021
Voting result: adopted. The proposal is voted by non cumulative voting. Shareholders and their entrusted agents attending the on-site meeting and online voting agree with 1544885001 shares, oppose 144968 shares and abstain 0 shares. The number of agreed shares accounts for 99.9906% of the total voting shares (including online voting) attending the meeting. InfoVisionOptoele
