Beijing Zhonglun (Chengdu) law firm
About Sichuan Haowu Electromechanical Co.Ltd(000757)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
February, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, High -tech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 28 62088000 Fax: + 86 28 6208 8111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
About Sichuan Haowu Electromechanical Co.Ltd(000757)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
To: Sichuan Haowu Electromechanical Co.Ltd(000757)
Sichuan Haowu Electromechanical Co.Ltd(000757) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2002 (hereinafter referred to as “the meeting”) was held at 14:00 on February 7, 2022 in the conference room on the 9th floor, unit 4, building 1, TEDA times center, No. 1288, North section of Tianfu Avenue, Wuhou District, Chengdu. Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as “the firm”) accepted the entrustment of the company to appoint Lawyer Chen Gang Lawyer Meng roulei attended the meeting and issued this legal opinion.
Before and during the meeting, the lawyers of the firm examined all materials related to the shareholders’ meeting, and conducted on-site verification on the legitimacy of important matters such as the qualifications of the participants and the convener of the meeting, the convening and convening procedures of the meeting. On this basis, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) Relevant laws and regulations such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the measures for the administration of law firms engaging in securities legal business and the relevant requirements of the Sichuan Haowu Electromechanical Co.Ltd(000757) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, the legal opinions are as follows:
1、 Convening and convening procedures of this meeting
1. On January 11, 2022, the company held the 46th meeting of the 8th board of directors, which was held on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on January 12, 2022 The announcement on the resolution of the 46th session of the Sichuan Haowu Electromechanical Co.Ltd(000757) 8th board of directors was disclosed at the meeting. The board meeting deliberated and approved proposals such as the proposal on the nomination of non independent directors for the change of the board of directors, the proposal on the nomination of independent directors for the change of the board of directors, the proposal on Amending the articles of association, and the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2002.
2. On January 11, 2022, the company held the 23rd Meeting of the eighth session of the board of supervisors, and on January 12, 2022, the meeting was held on the website of Shenzhen Stock Exchange, China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) The announcement on the resolution of the Sichuan Haowu Electromechanical Co.Ltd(000757) 23rd Meeting of the 8th board of supervisors was disclosed at the meeting. The meeting of the board of supervisors deliberated and adopted the proposal on the nomination of shareholder supervisors for the replacement of the board of supervisors.
3. On January 12, 2022, the company posted on the website of Shenzhen Stock Exchange, China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The notice of Sichuan Haowu Electromechanical Co.Ltd(000757) on convening the first extraordinary general meeting of shareholders in 2002 was announced on the. The notice announced the time, place and deliberations of the first extraordinary general meeting of shareholders in 2002.
4. On January 25, 2022, the company posted on the website of Shenzhen Stock Exchange, China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The announcement of Sichuan Haowu Electromechanical Co.Ltd(000757) on postponement of the first extraordinary general meeting of shareholders in 2002 was announced on the. The company decided to postpone the first extraordinary general meeting of shareholders in 2002 originally scheduled to be held on January 27, 2022 to February 7, 2022, with the equity registration date unchanged and the deliberation items of the meeting unchanged.
5. According to the verification of our lawyers, this meeting was held by combining online voting and on-site voting. The company provided online voting platform to public shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
6. Mr. Yan Guangtong, chairman of the company, is the moderator of the meeting.
The meeting was convened in accordance with the requirements of the company law and the rules of the company, and the contents, time and other relevant matters of the eighth meeting of the board of directors were fully reviewed and disclosed in accordance with the laws and regulations of the company. Our lawyers believe that the convening and convening procedures of this meeting of the company comply with the provisions of relevant laws, regulations and the articles of association.
2、 Qualifications of participants and conveners of the meeting
According to the signatures and power of attorney of shareholders and authorized representatives attending the meeting, there are 5 shareholders or authorized representatives attending the meeting, representing 301263386 shares of the company, accounting for 45.3222% of the total voting shares of the company. The above shareholders or shareholder representatives are the shareholders or authorized representatives of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the end of the transaction at 15:00 on January 20, 2022.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 2 shareholders participating in online voting at this meeting, representing 981300 shares of the company, accounting for 0.1476% of the total voting shares of the company. The qualification of shareholders participating in voting through the online voting system has been certified by Shenzhen Securities Information Co., Ltd. According to the notice of Sichuan Haowu Electromechanical Co.Ltd(000757) on convening the first extraordinary general meeting of shareholders in 2002, the board of directors of the company convened this meeting.
After verification, the qualification of the above shareholders and authorized representatives to attend the meeting and the qualification of the convener of the meeting are legal and valid. In addition to the above shareholders and authorized representatives, other personnel attending the meeting are directors, supervisors, senior managers of the company and witness lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the participants and conveners of the meeting meet the provisions of relevant laws, regulations, rules of the general meeting of shareholders and other normative documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The shareholders of this meeting voted by open ballot on the following proposals listed in the meeting notice in accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of association:
1. Proposal on the election of non independent directors by the board of directors;
1.1 election of Ms. Zhang Junting as a non independent director of the ninth board of directors of the company;
1.2 election of Mr. Lu Caiyin as a non independent director of the ninth board of directors of the company;
Mr. Liu Lu is elected as the ninth independent director of the company;
1.4 election of Mr. Xiong Jun as a non independent director of the ninth board of directors of the company;
1.5 election of Mr. Zang Jing as a non independent director of the ninth board of directors of the company;
1.6 election of Mr. Zhao Lei as a non independent director of the ninth board of directors of the company;
2. Proposal on the election of independent directors by the board of directors;
2.1 election of Mr. Niu Ming as an independent director of the ninth board of directors of the company;
2.2 election of Mr. Yi Yang as an independent director of the ninth board of directors of the company;
2.3 election of Ms. Zhang Xinrong as an independent director of the ninth board of directors of the company;
3. Proposal on the general election of shareholder supervisors by the board of supervisors;
3.1 election of Mr. Xu Qinghong as the shareholder supervisor of the ninth board of supervisors of the company;
3.2 election of Ms. Dong Jing as the shareholder supervisor of the ninth board of supervisors of the company;
3.3 election of Ms. Hou Yue as the shareholder supervisor of the ninth board of supervisors of the company;
4. Proposal on Amending the articles of association.
After verification, the shareholders and authorized representatives attending the on-site meeting of the company’s general meeting voted by on-site open ballot on the matters listed in the meeting notice, among which the first to third proposals were voted by cumulative voting. The lawyers, shareholder representatives and supervisors of the firm counted and monitored the on-site open ballot, and announced the voting results on the spot. The minutes of this meeting shall be signed by the directors and the recorder of the meeting.
(II) voting results of this meeting
After verification, the matters considered and voted at this meeting are the proposals listed in the notice of the company’s meeting, and the above proposals have been passed.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, rules of general meeting of shareholders and other normative documents and the articles of association.
Based on the above facts, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2002 comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, the qualifications of the participants and conveners are legal and valid, and the voting procedures of the meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
This legal opinion is made in two originals.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhonglun (Chengdu) law firm on the first extraordinary general meeting of shareholders in Sichuan Haowu Electromechanical Co.Ltd(000757) 2022)
Person in charge: Handling lawyer:
Fan bin, Chen Gang
Handling lawyer:
Meng roulei MM DD YY
