Beijing Tianyuan law firm
About Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 057 to: Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011)
Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) (hereinafter referred to as "the company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") adopts the combination of on-site voting and online voting. The on-site meeting was held at the conference room of the company at No. 123 Ziyun Road, Hefei Economic and Technological Development Zone at 14:30 on February 10, 2022. The lawyer appointed by the company (hereinafter referred to as "Tianyuan") to attend the on-site meeting of the company, And in accordance with the company law of the people's Republic of China, 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association of Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) (hereinafter referred to as the "articles of association") and other relevant provisions, on the convening of this general meeting of shareholders This legal opinion is issued on such matters as convening procedures, qualification of personnel attending the on-site meeting, qualification of convener, meeting voting procedures and voting results.
For the purpose of issuing this legal opinion, The lawyers of the firm reviewed the announcement of the resolution of the 18th meeting of the Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) Fourth Board of directors, the announcement of the resolution of the 16th meeting of the Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) Fourth Board of supervisors, the independent opinions of Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) independent directors on relevant matters of the 18th meeting of the Fourth Board of directors and the notice of Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the notice")“ Notice on convening the general meeting of shareholders) "), announcement on the resolution of the 19th meeting of the Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) Fourth Board of directors, Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) announcement on the resolution of the 17th meeting of the Fourth Board of supervisors, Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) independent directors' independent opinions on matters related to the 19th meeting of the Fourth Board of directors, Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022, Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) The announcement of the resolution of the 20th meeting of the Fourth Board of directors, the announcement of Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) on the cancellation proposal of the first extraordinary general meeting in 2022 and other documents and materials deemed necessary by our lawyers. At the same time, we examined the identity and qualification of shareholders attending the on-site meeting and witnessed the convening of the general meeting, And participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) 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.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued according to law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The Fourth Board of directors of the company held the 18th Meeting on January 14, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on January 18, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
On January 20, 2022, the board of directors of the company received the letter on the proposal to increase Hefei Metalforming Intelligent Manufacturing Co.Ltd(603011) the first extraordinary general meeting in 2022 submitted by the controlling shareholder Mr. Yan Jianwen, who separately holds 33.06% of the company's shares, and proposed to submit the proposal on the proposed cancellation and repurchase of shares to the first extraordinary general meeting in 2022 for deliberation. The proposal was deliberated and adopted at the 19th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors held on January 21, 2022, and was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 22, 2022 Disclose the announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022.
The 4th board of directors of the company held its 20th meeting on January 27, 2022 and adopted the proposal on canceling performance adjustment commitments, agreed to cancel the proposal on performance adjustment commitments deliberated and adopted at the 18th meeting of the 4th board of directors, and cancelled the deliberation of the proposal at the first extraordinary general meeting in 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 28, 2022 Announcement on the cancellation of the first extraordinary general meeting of shareholders in 2022 disclosed. The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held in the conference room of the company at No. 123 Ziyun Road, Hefei Economic and Technological Development Zone at 14:30 on February 10, 2022. Mr. Yan Jianwen presided over and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the trading system is the trading time period on the date of the general meeting of shareholders, i.e. [9:15-9:25, 9:30-11:30, 13:00-15:00]; The specific time for voting through the Internet voting system is [9:15-15:00] on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 12 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 222441722 voting shares of the company, accounting for 49.5471% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, 11 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 222439422 voting shares of the company, accounting for 49.5466% of the total shares of the company.
2. According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 1 shareholder participated in the online voting of the general meeting of shareholders, holding 2300 voting shares of the company, accounting for 0.0005% of the total shares of the company.
There are 2 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) (hereinafter referred to as "small and medium-sized investors") who individually or jointly hold more than 5% of the shares of the company, representing 7300 voting shares of the company, accounting for 0.0016% of the total shares of the company.
In addition to the above shareholders and shareholder representatives of the company, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and the senior management of the company attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of Shanghai Stock Exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice of convening the general meeting of shareholders and relevant announcement documents.
The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by the above stock exchange information network Co., Ltd.
According to the results of online voting and on-site voting, the voting results of the proposal considered at the shareholders' meeting are as follows: (I) proposal on applying for financing limit from banks
Voting: 222439422 shares were approved, accounting for 99.9989% of the total voting shares held by all shareholders attending the meeting; 2300 opposition shares, accounting for 0.0011% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree to 5000 shares, accounting for 68.4931% of the total voting shares held by small and medium-sized investors attending the meeting; 2300 shares opposed, accounting for 31.5069% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(II) proposal on using idle self owned funds for entrusted financial management
Voting: 222439422 shares were approved, accounting for 99.9989% of the total voting shares held by all shareholders attending the meeting; 2300 opposition shares, accounting for 0.0011% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree to 5000 shares, accounting for 68.4931% of the total voting shares held by small and medium-sized investors attending the meeting; 2300 shares opposed, accounting for 31.5069% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(III) proposal on Amending the articles of Association
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 222439422 shares were approved, accounting for 99.9989% of the total voting shares held by all shareholders attending the meeting; 2300 opposition shares, accounting for 0.0011% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree to 5000 shares, accounting for 68.4931% of the total voting shares held by small and medium-sized investors attending the meeting; 2300 shares opposed, accounting for 31.5069% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(IV) proposal on replacing the company's supervisors
Voting: 222441722 shares were approved, accounting for 100% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 7300 shares are agreed, accounting for 100% of the total voting shares held by small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(V) proposal on proposed cancellation of repurchased shares
Voting: 222441722 shares were approved, accounting for 100% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 7300 shares are agreed, accounting for 100% of the total voting shares held by small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(VI) proposal on replacing directors of the company
1. Candidate director: Liu Yuhan
Voting: 222439422 votes in favor, accounting for 99.9989% of the valid voting rights attending the meeting.
Among them, the voting of small and medium-sized investors is: 5000 votes, accounting for 68.4931% of the effective voting rights of small and medium-sized investors attending the meeting.
Voting result: adopted.
2. Candidate director: Liu BAOYING
Voting: 222439422 votes in favor, accounting for 99.9989% of the valid voting rights attending the meeting.
Among them, the voting of small and medium-sized investors is: 5000 votes, accounting for 68.4931% of the effective voting rights of small and medium-sized investors attending the meeting.
Voting result: adopted.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; book
