Beijing Zhonglun law firm
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
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Beijing Zhonglun law firm
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) to appoint its lawyers to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue this legal opinion. The firm and its lawyers have strictly performed their statutory duties in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal 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 responsibilities.
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law China Securities Regulatory Commission (hereinafter referred to as “CSRC”), 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 detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as “the detailed rules for the implementation of online voting at the general meeting of shareholders”) and other currently effective laws and regulations Normative documents, articles of association of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “articles of association”) and rules of procedure of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) general meeting of shareholders
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
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 the voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as 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 considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. After verification, the convening proposal of this meeting was voted and adopted by the 23rd Meeting of the second board of directors held on January 21, 2022.
2. On January 24, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media designated by the CSRC, which discussed the time and place of the general meeting, the matters to be considered, the participants, the registration method The name and telephone number of the contact person and other matters were notified to all shareholders in the form of announcement.
After examination, our lawyers believe that the time, method and content of the notice of the company’s shareholders’ meeting and the convening procedure of the company’s shareholders’ meeting comply with the provisions of the company law, the rules of shareholders’ meeting and other laws, regulations, normative documents, the articles of association and the rules of procedure of shareholders’ meeting.
2、 Convening of this general meeting of shareholders
1. This shareholders’ meeting adopts the combination of on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 8, 2022 in the conference room on the first floor of the company’s office building, 1568 shipaitaji Road, Bacheng Town, Kunshan City, Jiangsu Province. Mr. Jing Shiping, chairman of the company, presided over the general meeting of shareholders.
3. The online voting time of this general meeting of shareholders is February 8, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 8, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 8, 2022.
After examination, our lawyers believe that the convening of this shareholders’ meeting complies with the provisions of the company law, rules of shareholders’ meeting and other laws, regulations and normative documents, as well as the articles of association and rules of procedure of shareholders’ meeting. 3、 Qualifications of the convener and attendees of the general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. due to the epidemic situation caused by New Coronavirus, the directors, supervisors and board secretaries of the company attended the shareholders’ meeting on the spot or by remote communication, and some senior managers and lawyers of the company attended the meeting of the shareholders.
3. According to the inspection, there are 7 shareholders and shareholders’ agents attending the general meeting, representing 92772016 shares, accounting for 52.6721% of the total shares of the company.
Among them, there is one small and medium-sized investor or its entrusted agent, representing 100 shares, accounting for 0.0001% of the total shares of the company.
(1) According to the verification of our lawyers, there were 7 shareholders and shareholders’ agents present at the shareholders’ meeting, representing 92772016 shares, accounting for 52.6721% of the total shares of the company.
(2) According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, there are 0 shareholders and shareholder agents voting through the online voting system during the online voting time, representing 0 shares, accounting for 0.0000% of the total shares of the company. The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting.
The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders’ agents attending the meeting and the relevant information of shareholders’ registration are legal and valid.
The lawyers of the firm believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Shareholders’ qualifications and proposal procedures for making interim proposals at this shareholders’ meeting
There is no temporary proposal at this shareholders’ meeting.
5、 Voting procedures and results of this general meeting of shareholders
The shareholders or entrusted agents attending the meeting reviewed the following proposals listed in the notice of the meeting:
1. Proposal on using idle raised funds for cash management;
2. Proposal on using part of self owned funds for cash management.
After verification, the above proposals are consistent with those listed in the notice and announcement of the company’s convening of the general meeting of shareholders. Shareholders attending the meeting or entrusted agents voted on the above proposals one by one by means of on-site voting or online voting in accordance with the provisions of the company law and the articles of association. Among them, the on-site voting is conducted by open ballot. The vote counter and scrutineer of the general meeting of shareholders conduct vote monitoring, counting and counting according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. The chairman of the meeting announced the voting results on the spot, and the shareholders attending the on-site meeting or entrusted agents did not raise any objection to the voting results; According to the on-site voting results submitted by the company and combined with the online voting results, Shenzhen Securities Information Co., Ltd. provides all the voting results of the shareholders’ meeting, the voting situation of shareholders holding less than 5.00% and the details of all the voting situations. After verification by our lawyers, the proposals considered at this general meeting of shareholders have been effectively voted through.
After verification, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
6、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants, the voting procedures and the voting results of the company’s general meeting of shareholders comply with the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents, the articles of association and the rules of procedure of general meeting of shareholders, which are legal and effective. The original of this legal opinion is in duplicate, which will come into force after being signed and sealed by the lawyer of this office.
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Principal of Beijing Zhonglun law firm:
Xue Bing Zhang
Handling lawyer:
Tian Yaxiong
Liu Yanan
specific date
