Guohao law firm (Shanghai)
about
Jiangsu Yoke Technology Co.Ltd(002409)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
27th floor, Jiadi center, No. 968 West Beijing Road, Shanghai 200041, China
Tel: (8621) 5234-1668 Fax: (8621) 5243-3320
website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Jiangsu Yoke Technology Co.Ltd(002409)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangsu Yoke Technology Co.Ltd(002409)
The on-site meeting of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the company”) was held at 13:00 p.m. on Thursday, February 10, 2022 in the conference room of the company, No. 88, Jingxi North Road, economic and Technological Development Zone, Yixing City, Jiangsu Province. Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepted the entrustment of the company and appointed lawyer Geng Chen and lawyer Feng Lu (hereinafter referred to as “the firm’s lawyer”) to attend and witness the meeting. This legal opinion is hereby issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Jiangsu Yoke Technology Co.Ltd(002409) articles of Association (hereinafter referred to as the “articles of association”).
The lawyers of the firm shall, in accordance with the provisions of relevant laws, regulations and normative documents, express legal opinions on whether the convening and convening procedures of the extraordinary general meeting of shareholders are legal and comply with the provisions of the articles of association, the legitimacy and validity of the qualifications of the participants and the legitimacy and validity of the voting procedures.
Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyers agree to file this legal opinion as a necessary legal document for the company’s first extraordinary general meeting in 2022, and bear the responsibility for the legal opinion issued by our firm according to law.
In order to issue this legal opinion, our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and hereby issue the following legal opinions:
1、 Convening and convening procedures of this extraordinary general meeting of shareholders
The company held the first extraordinary general meeting of shareholders in 2022, and the board of directors has notified all shareholders in the form of announcement 15 days before the meeting, i.e. January 26, 2022. The notice issued by the company specifies the session of the general meeting of shareholders, the convener of the meeting, the time and method of the meeting, the date of equity registration, the participants of the meeting, the location of the on-site meeting, the matters to be considered at the meeting, the proposal code, the registration matters of the on-site meeting, the specific operation process of participating in the online voting, and other matters.
The on-site meeting of the extraordinary general meeting was held at 13:00 p.m. on February 10, 2022 in the conference room of the company at No. 88, Jingxi North Road, Yixing Economic and Technological Development Zone, Jiangsu Province. The time, place and content of the extraordinary general meeting are consistent with the notice of the meeting.
The online voting system of this extraordinary general meeting of shareholders is the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 10, 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 10, 2022. According to the contents of the announcement, this extraordinary general meeting has provided shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system.
In conclusion, it is verified that the convening and convening procedures of this extraordinary general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualifications of the attendees and conveners
1. Shareholders and entrusted agents attending the on-site meeting
According to the signature and power of attorney of shareholders attending the on-site meeting of the company, there are 6 shareholders and entrusted agents attending the on-site meeting, representing 214867641 voting shares, accounting for 45.1471% of the total voting shares of the company.
After verification, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid.
2. Other personnel attending and attending the on-site meeting as nonvoting delegates
In addition to shareholders and entrusted agents, the participants at the meeting are directors, supervisors, senior managers and witness lawyers hired by the company.
It is verified that the qualifications of the on-site meeting and non voting participants of the extraordinary general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
3. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd. provided by the company, 91 shareholders voted effectively through the online voting system, representing 46603212 voting shares, accounting for 9.7921% of the total voting shares.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
4. Convener of this extraordinary general meeting of shareholders
The convener of this extraordinary general meeting of shareholders is the board of directors of the company.
It is verified that the qualification of the convener of this extraordinary general meeting of shareholders is legal and effective, and complies with the provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures of this extraordinary general meeting of shareholders
The extraordinary general meeting of shareholders voted on the proposals listed in the notice by voting. The extraordinary general meeting of shareholders monitored the votes in accordance with the procedures specified in the articles of association, and announced the voting results on the spot after the online voting was closed. The proposal considered at this extraordinary general meeting is a special resolution, which must be approved by more than two-thirds of the total number of effective voting shares held by shareholders (including shareholders’ agents) attending the general meeting. At the same time, the votes of small and medium-sized investors will be counted and announced separately for the bills affecting the interests of small and medium-sized investors. Based on the voting results of on-site voting and online voting, the proposal considered at this extraordinary general meeting of shareholders was adopted.
It is verified that the number of votes passed in the deliberation of the proposal of the extraordinary general meeting of shareholders complies with the provisions of laws, regulations, normative documents and the articles of association, its voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
Conclusion:
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022 comply with the provisions of laws, regulations, normative documents and the articles of Association; The qualifications of the personnel attending the extraordinary general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The voting procedures of this extraordinary general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Jiangsu Yoke Technology Co.Ltd(002409) 2022)
Person in charge: Handling lawyer:
Li Qiang Geng Chen
Feng Lu
February 10, 2002
