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About Efort Intelligent Equipment Co.Ltd(688165)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Efort Intelligent Equipment Co.Ltd(688165)
Entrusted by Efort Intelligent Equipment Co.Ltd(688165) (hereinafter referred to as “the company”), Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company at 15:00 on February 9, 2022, In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other current laws, regulations and relevant normative documents in China (hereinafter referred to as “Chinese laws and regulations”) and the Efort Intelligent Equipment Co.Ltd(688165) articles of Association (hereinafter referred to as “the articles of association”), on the convening and convening procedures of this general meeting of shareholders This legal opinion is issued for the qualification of attendees, convener, voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the documents related to the general meeting of shareholders provided by the company, including but not limited to the resolutions of the 22nd Meeting of the second board of directors of the company, the independent opinions of independent directors on relevant matters of the 22nd Meeting of the second board of directors of the company, and the announcements published according to the contents of the above resolutions The notice on convening this shareholders’ meeting and the meeting materials of this shareholders’ meeting, listened to the statements and explanations of the company on relevant facts, and attended this shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The exchange agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued according to law. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The 22nd Meeting of the second board of directors of the company deliberated and adopted the resolution on convening the general meeting of shareholders on January 24, 2022, and disclosed the notice on convening the first extraordinary general meeting of shareholders in 2022 on the website of Shanghai Stock Exchange on January 25, 2022, The information of the first extraordinary general meeting of shareholders in 2022 was disclosed on the website of Shanghai Stock Exchange on January 25, 2022.
The above notice and announcement specifies the type and session of the shareholders’ meeting, the convener of the meeting, the voting method, the date, time and place of the on-site meeting, the system of online voting, the start and end date and voting time, the matters to be considered at the meeting, the voting precautions for the shareholders’ meeting, the participants of the meeting, the registration method of the meeting, and the contact information and contact person of the shareholders’ meeting, It also explains that the shareholders of the company can attend the meeting in person or entrust an agent to attend the general meeting of shareholders, and the entrusted agent does not need to be the shareholders of the company.
The general meeting of shareholders deliberated one proposal, which is the proposal on by election of non independent directors of the second board of directors of the company. The above proposal or the main contents of the proposal have been announced on January 25, 2022.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the announcement, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders’ representatives (including shareholders and / or shareholders’ agents, the same below) attending the on-site meeting of the general meeting of shareholders, 3 shareholders’ representatives (representing 5 shareholders), representing 68847250 shares with voting rights, accounting for about 13.1947% of the total voting shares of the company; The lawyer appointed by the firm verified the identity certificates, power of attorney and other documents of the shareholders and their agents attending the shareholders’ meeting on site. After verification, the exchange believes that the qualification of shareholders’ representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
There are 7 shareholders’ representatives voting through the Internet, and the number of voting shares is 151459600, accounting for 29.0275% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Shareholders of small and medium-sized investors voting at the general meeting of shareholders
Eight shareholders’ representatives of small and medium-sized investors (excluding those acting in concert with more than 5% of shareholders and directors, supervisors and senior managers of the company holding less than 5%, the same below) attended the shareholders’ meeting, representing 27967200 shares with voting rights, accounting for 5.3600% of the total voting shares of the company.
3. Other personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates
It is verified that, in addition to the shareholders’ representatives, the directors and some supervisors of the company attended the shareholders’ meeting, and the supervisor Yao Chengxiang asked for leave for work reasons and did not attend the meeting; Some senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
1. On site voting and voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot, and all proposals were considered and adopted by the shareholder representatives.
2. Online voting
The online voting of the general meeting of shareholders adopts the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time of shareholders through the voting platform of the trading system is the trading time period on the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 9, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders (i.e. February 9, 2022). After the voting, SSE Information Network Co., Ltd. provided the company with the number of voting shares and voting results of the online voting of the general meeting of shareholders.
3. Voting results
The on-site voting shall be monitored according to the procedures specified in the articles of association.
The company announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting on the spot.
All proposals of this general meeting of shareholders have been effectively voted by the representatives of voting shareholders (including shareholder agents) participating in the on-site meeting and online voting.
The proposals of this shareholders’ meeting are ordinary resolutions. The voting results of the proposals considered at this shareholders’ meeting are as follows:
The proposal on the by election of non independent directors of the second board of directors of the company is a general resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Among them, the minority shareholders attending the meeting agreed to 27967200 shares, accounting for 99.9371% of the effective voting rights held by the minority shareholders attending the meeting; 17600 opposed shares, accounting for 0.0629% of the effective voting rights held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting rights held by minority shareholders attending the meeting.
After verification, the exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and valid.
The original of this legal opinion is in triplicate, of which two copies are submitted to your company by the exchange and one copy is kept by the exchange for filing.
