Legal opinion of Tianjin Jiade Hengshi law firm
Tianjin Jiade Hengshi law firm
About Tianjin Saixiang Technology Co.Ltd(002337)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Tianjin Saixiang Technology Co.Ltd(002337)
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) China Securities Regulatory Commission’s rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Shenzhen Stock Exchange’s 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”) and other laws and administrative regulations The normative documents and the currently effective articles of association of Tianjin Saixiang Technology Co.Ltd(002337) (hereinafter referred to as the “articles of association”), entrusted by the board of directors of Tianjin Saixiang Technology Co.Ltd(002337) (hereinafter referred to as the “company”) and appointed by Tianjin Jiade Hengshi law firm, lawyer Gao Zhenxiong Lawyer Liu Yang attended the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting”) and witnessed the meeting legally. Before and during the meeting, the lawyers of the firm shall verify the legitimacy of important matters such as the qualifications of the participants, the convening and convening procedures of the meeting, and the voting procedures of the meeting, and in accordance with the provisions of the company law, the rules for the general meeting of shareholders, the rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the following legal opinions are issued on the relevant matters of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the board of directors of the company, which was held at Shenzhen Stock Exchange on February 9, 2022（ http://www.szse.cn. ）, cninfo (www.cn. Info. Com. CN.) The notice of Tianjin Saixiang Technology Co.Ltd(002337) on convening the first extraordinary general meeting of shareholders in 2022 was published in China Securities Journal and securities times, announcing the time, place, deliberation items, attendees, registration method, operation procedure of online voting, etc.
The on-site meeting of the general meeting of shareholders was held as scheduled at 15:00 p.m. on February 24, 2022 in the conference room Tianjin Saixiang Technology Co.Ltd(002337) No. 9, Tianjin Hi-Tech Development Co.Ltd(600082) Fourth Road, Huayuan new technology Industrial Park (outside the ring), Tianjin. The meeting was presided over by Mr. Zhang Xiaochen, chairman of the company. The actual time, place and method of the meeting are consistent with those specified in the meeting notice.
The shareholders’ meeting adopts the combination of on-site voting and online voting. The online voting time through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 24, 2022; Voting through the Internet voting system of Shenzhen Stock Exchange
Legal opinion of Tianjin Jiade Hengshi law firm
Specific time: any time from 9:15 a.m. to 15:00 p.m. on February 24, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
According to the signatures and power of attorney of shareholders attending the on-site meeting of the company, there are [2] shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, holding [216780000] shares, accounting for [37.3501]% of the total voting shares of the company. According to the online voting information provided by Shenzhen Securities Information Co., Ltd., a total of [2] shareholders participated in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, holding [128100] shares, accounting for [0.0221]% of the total voting shares of the company. Members of the board of directors, members of the board of supervisors, senior managers and lawyers of the firm also attended the on-site meeting of the general meeting of shareholders.
It is verified that the qualifications of the above attendants meet the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the proposal included in the agenda of the shareholders’ meeting. When the proposal is voted at the on-site meeting of the general meeting of shareholders, the lawyers, shareholder representatives and supervisors of the exchange shall be jointly responsible for counting and supervising the votes.
Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
After verification by our lawyers, the general meeting of shareholders voted through the combination of on-site voting and online voting, and considered and adopted the following proposals:
1. Proposal on providing guarantee for subsidiaries
Voting results: 216808100 shares were approved, accounting for 99.9539% of the valid voting shares held by shareholders attending the meeting; 100000 dissenting shares, accounting for 0.0461% of the number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the number of valid voting shares held by shareholders attending the meeting.
Among them, the voting results of shareholders holding less than 5% of the company’s shares (hereinafter referred to as “small and medium-sized investors”) attending the meeting were: 28100 shares were agreed, accounting for 21.9360% of the effective voting shares held by small and medium-sized investors attending the meeting; Against 100000 shares, accounting for the valid table held by small and medium-sized investors attending the meeting
Legal opinion of Tianjin Jiade Hengshi law firm
78.0640% of the number of voting shares; Abstained 0 shares, accounting for 0.0000% of the number of valid voting shares held by small and medium-sized investors attending the meeting.
The lawyers of the firm believe that the voting procedures and results of the shareholders’ meeting on the proposal comply with the provisions of the rules of the shareholders’ meeting, the implementation rules of online voting and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, voting procedures, voting results and other related matters of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association, which are legal and effective.
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Legal opinion of Tianjin Jiade Hengshi law firm
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Handling lawyer of Tianjin Jiade Hengshi law firm:
Gao Zhenxiong
person in charge:
Wu Jiangtao
Handling lawyer:
Liu Yang
February 24, 2002
