Shanghai jintiancheng law firm
About Wuxi Longsheng Technology Co.Ltd(300680)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai jintiancheng law firm
Address: Shanghai Center Tower 9 / 11 / 12 Telephone No. 501 Shanghai Center Tower, Middle Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Wuxi Longsheng Technology Co.Ltd(300680)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Wuxi Longsheng Technology Co.Ltd(300680)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Wuxi Longsheng Technology Co.Ltd(300680) (hereinafter referred to as “your company”) to hold the first extraordinary general meeting of shareholders in 2022 in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The rules for the general meeting of shareholders of listed companies (revised in 2022) (CSRC announcement [2022] No. 13) and other laws, regulations and other normative documents, as well as the relevant provisions of the Wuxi Longsheng Technology Co.Ltd(300680) articles of Association (hereinafter referred to as the “articles of association”), on the convening and convening procedures, the qualification of participants This legal opinion is issued on relevant legal issues such as voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have conducted necessary verification and verification on the relevant matters involved in this general meeting of shareholders, reviewed the relevant documents and materials that our lawyers believe are necessary for issuing this legal opinion, and participated in the whole process of this general meeting of shareholders of your company.
In view of this, in accordance with the requirements of the company law and the rules for the general meeting of shareholders of listed companies, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the lawyers of the firm have provided the relevant documents and materials of the meeting, the convening and convening procedures of the general meeting, the qualifications of the participants, the proposal of the meeting The voting procedures and voting results have been reviewed and verified, and the legal opinions are as follows:
1、 The qualification of the convener of this general meeting of shareholders and the convening and convening procedures
After verification by our lawyers, the general meeting of your company was convened by your board of directors. Your company was posted on cninfo.com on February 10, 2022（ http://www.cn.info.com.cn. ）And other media designated by the CSRC published the notice of Wuxi Longsheng Technology Co.Ltd(300680) on convening the first extraordinary general meeting of shareholders in 2022, announcing the convener, time, place, participants, matters to be considered at the meeting, on-site meeting registration measures, specific operation process of online voting, contact information, etc, The date of publication of the announcement is 15 days from the date of the convening of the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 25, 2022 in conference room A407 of the company, No. 99 Zhujiang Road, Xinwu District, Wuxi City, Jiangsu Province; Online voting will be conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system from 9:15 on February 25, 2022 to 15:00 on February 25, 2022. Among them, the 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 25, 2022; The specific time of voting through the Internet voting system is any time from 9:15 to 15:00 on February 25, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
1. According to the signature, power of attorney, shareholder account card and other materials of the company’s shareholders attending the on-site meeting of the general meeting of shareholders, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 68718202 shares with voting rights, accounting for 34.0440% of the total shares of the company.
After verification by the lawyers of the firm, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. A total of 120 shareholders participated in the online voting of the general meeting of shareholders, representing 20150406 shares with voting rights, accounting for 9.9828% of the total shares of the company.
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, our lawyers verified the identity of voting shareholders reflected in the statistical table of online voting results of the general meeting of shareholders provided by Shenzhen Stock Exchange.
Our lawyers believe that the qualification of shareholders participating in the online voting of this general meeting of shareholders is legal and valid.
3. After verification, other personnel attending the on-site meeting of the general meeting of shareholders are directors, supervisors and other senior managers of the company, who are qualified to attend the general meeting of shareholders.
3、 Proposals considered at the general meeting of shareholders
After the review of our lawyers, the proposals considered at this general meeting of shareholders are within the scope of your company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice of convening this general meeting of shareholders; There was no amendment to the notice of the shareholders’ meeting, and there was no new proposal proposed by the shareholders.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberations of the shareholders’ meeting, the shareholders’ meeting voted on the deliberations by combining on-site voting and online voting. After the voting of this general meeting of shareholders, the company consolidated statistics and published the voting results of on-site voting and online voting on the matters under consideration on the spot:
1. The proposal on the company meeting the conditions for issuing A-Shares to specific objects was deliberated and adopted
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2. The proposal on adjusting the company’s plan to issue A-Shares to specific objects in 2021 was deliberated and adopted one by one
2.01 type and par value of shares issued
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.02 issuing method and time
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.03 issuing object and subscription method
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.04 pricing base date, issue price and pricing principle
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.05 number of issues
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.06 restricted period
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.07 total amount and purpose of raised funds
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.08 place of listing
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
Among them, the voting results of minority shareholders: 20030406 shares agreed, accounting for 99.4045% of the total number of shares represented by the valid voting votes of minority shareholders; 120000 shares against the proposal, accounting for 0.5955% of the total number of shares represented by the valid votes of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of shares represented by valid votes of minority shareholders.
2.09 arrangement of accumulated undistributed profits of the company before the issuance
Related shareholders of this proposal abstain from voting. 22189416 shares agreed, accounting for 99.4621% of the total number of valid voting shares of the proposal; 120000 shares against the proposal, accounting for 0.5379% of the total number of shares represented by valid votes on the proposal; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares of the proposal.
