Wanshang tianqin (Shanghai) law firm
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Chunghsin Technology Group Co.Ltd(603996)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Chunghsin Technology Group Co.Ltd(603996)
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents of the China Securities Regulatory Commission, as well as the provisions of the Chunghsin Technology Group Co.Ltd(603996) Charter (hereinafter referred to as the “articles of association”), Wanshang tianqin (Shanghai) law firm (hereinafter referred to as “the firm”) accepted the entrustment of Chunghsin Technology Group Co.Ltd(603996) (hereinafter referred to as “the company”) to appoint lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 and issue legal opinions.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm checked and verified the relevant documents provided by the company and the relevant matters of the general meeting of shareholders, and participated in the general meeting of shareholders of the company. The legal opinions on the convening and voting of the general meeting of shareholders of the company are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company. The notice of convening this general meeting of shareholders was announced on the designated information disclosure media of the company, Shanghai Securities News and the website of Shanghai Stock Exchange on January 14, 2022. All proposals have been listed in the notice and announcement of the general meeting of shareholders, and the contents of relevant proposals have been disclosed according to law.
(II) the general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on February 10, 2022 in the conference room on the fifth floor of the company, presided over by Mr. Zhou Tingjian of the company; The online voting time is February 10, 2022, among which: the specific time of online voting through the voting system of the general meeting of shareholders of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. on February 10, 2022 to 15:00 p.m. on February 10, 2022.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of association of the company.
2、 Qualification of attendees of the general meeting of shareholders
(I) according to the registration data of the on-site meeting and the data provided by SSE Information Network Co., Ltd., 41 shareholders and shareholders’ agents attended the general meeting, representing 58971200 shares, accounting for 19.6472% of the total shares of the company; Among them, one shareholder and shareholder agent attended the on-site meeting, representing 55 million shares, accounting for 18.3241% of the total shares of the company; A total of 40 shareholders voted online, representing 3971200 shares, accounting for 1.3231% of the total shares of the company. The above shareholders are the company’s shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the end of the transaction on the equity registration date of the general meeting of shareholders, i.e. January 26, 2022.
(II) in addition to the above shareholders and shareholders’ agents, the persons attending or attending the shareholders’ meeting also include directors, supervisors, senior managers and witness lawyers employed by the company.
After verification by our lawyers, the above-mentioned persons are legally qualified to participate in the general meeting of shareholders.
3、 Qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of laws, regulations, normative documents and the articles of association of the company, and its qualification is legal and valid.
4、 Voting procedures and results of this general meeting of shareholders
(I) the general meeting of shareholders adopts the combination of on-site voting and online voting. After verification, the on-site meeting of the general meeting of shareholders adopted the method of open ballot to vote on the proposals submitted to the general meeting of shareholders for deliberation. Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical results of online voting at the general meeting of shareholders on February 10, 2022.
(II) according to the counting of the voting results of the on-site meeting and the statistical results of the online voting of the general meeting of shareholders provided by SSE Information Network Co., Ltd., the proposals considered at the general meeting of shareholders were passed, and the voting results are as follows:
1.00 proposal on election of directors
The proposal adopts the cumulative voting system. The details are as follows:
1.01 proposal on electing Mr. Hu bin as a director of the company
Voting results: 55747237 shares were approved, accounting for 94.5329% of the total voting shares held by shareholders attending the meeting (including online voting); 0 dissenting shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting); 3223963 shares were abstained, accounting for 5.4671% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting:
747237 shares were approved, accounting for 18.8164% of the total voting shares held by minority shareholders (including online voting) attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting; 3223963 shares were abstained, accounting for 81.1836% of the total voting shares held by minority shareholders (including online voting) attending the meeting.
The chairman of the meeting announced the voting results of the above proposals on the spot, and the shareholders attending the shareholders’ meeting did not raise any objection to the voting results of the meeting.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the articles of association of the company, and the voting results are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in accordance with Chinese laws and regulations and the articles of association, and are legal and effective; The resolutions adopted at this shareholders’ meeting are legal and valid.
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