Guohao law firm (Shanghai)
About Jiangsu Gian Technology Co.Ltd(300709)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jiangsu Gian Technology Co.Ltd(300709)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) serves as the distinguished legal adviser of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”), the stock listing rules of Shenzhen Stock Exchange Laws and regulations such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the 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 the Jiangsu Gian Technology Co.Ltd(300709) Charter (hereinafter referred to as the “articles of association”) appoint lawyer Jin Shisheng Lawyer he Jiahuan attended and witnessed the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and reviewed the convening, convening procedures, qualification of attendees, voting procedures and other matters of the general meeting of shareholders. The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to take this legal opinion as the legal document of the announcement of the company’s general meeting of shareholders and announce it together with other announcement documents of the company.
Our lawyers have reviewed and judged the documents and materials related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors, and the board of directors of the company was posted on the website of cninfo on February 17, 2022（ http://www.cn.info.com.cn. ）Published the “on convening the first extraordinary general meeting of shareholders in 2022”
The general meeting of shareholders was held at 15:00 p.m. on Friday, March 4, 2022 in the conference room on the third floor of the office building of the company (No. 59 palm Road, Zhonglou Economic Development Zone, Changzhou).
After verification by our lawyers, the shareholders’ meeting was held by combining on-site voting and online voting, including:
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the above online voting time. The online voting time of this shareholders’ meeting is:
A. The specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on March 4, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
B. The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on March 4, 2022.
After examination, the lawyers of the firm believe that the date of publication of the notice of the company convening the general meeting of shareholders shall not be less than 15 days from the date of convening the general meeting of shareholders; The announcement issued by the company specifies the time, place, voting method and deliberation items of the meeting, and explains the registration time and registration method of shareholders who have the right to attend and entrust agents to attend and exercise their voting rights, and shareholders who have the right to attend the general meeting of shareholders.
The proposals submitted by the board of directors to the shareholders’ meeting for deliberation are:
(1) Deliberating the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects; (2) Deliberating the proposal of the company on issuing convertible corporate bonds to unspecified objects item by item; (3) Deliberating the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects;
(4) Deliberating the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects;
(5) Review the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
(6) Review the proposal on the report on the use of the company’s previously raised funds;
(7) Review the proposal on the impact of issuing convertible corporate bonds to unspecified objects and diluting the immediate return on the company’s main financial indicators, as well as the measures taken by the company and the commitments of relevant subjects;
(8) Review the proposal on the planning of shareholders’ dividend return in the next three years (20222024); (9) Deliberating the proposal on the rules of the meeting of bondholders of convertible companies;
(10) Review the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects;
(11) Review the proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance;
(12) Deliberating the proposal on providing guarantee for wholly-owned subsidiaries;
(13) Review the proposal on changing the registered capital and business scope, amending the articles of association and authorizing the handling of industrial and commercial registration changes.
After examination, the above proposals comply with the relevant provisions of the articles of association and the rules of the general meeting of shareholders, have been listed in the notice of the general meeting of shareholders, and the contents of the proposals have been fully disclosed.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
2、 Qualification of personnel attending the general meeting of shareholders
In accordance with the company law, the securities law, the articles of association, the rules of the general meeting of shareholders and the notice on convening the general meeting of shareholders, the persons attending the general meeting of shareholders shall be:
(1) At 15:00 p.m. on Friday, February 25, 2022, when the stock market closes in Shenzhen Stock Exchange, all shareholders of the company registered in China Clearing Shenzhen Branch have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
Upon the inspection of the lawyers of the firm, 33 shareholders or shareholders’ agents attended the general meeting of the company, representing 59301349 shares of the company, accounting for 382113% of the total shares of the company; Among them, there are 25 minority shareholders, representing 10051091 shares, accounting for 6.4765% of the total shares of the company.
1. A total of 9 shareholders and their authorized agents attended the on-site meeting of the company’s general meeting of shareholders, representing 42498838 shares of the company, accounting for 273845% of the total shares of the company; Among them, there are 2 minority shareholders, representing 660200 shares, accounting for 0.4254% of the total shares of the company. The company’s directors, supervisors, senior managers and lawyers hired by the company attended or attended the shareholders’ meeting as nonvoting delegates.
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 24 shareholders voted effectively through the online voting system, representing 16802511 shares, accounting for 108268% of the total shares of the company; Among them, there are 23 minority shareholders, representing 9390891 shares, accounting for 6.0511% of the total shares of the company. The identity of the above shareholders who vote through online voting shall be verified by the identity verification institution of Shenzhen Stock Exchange.
According to the inspection of our lawyers, the convener of this shareholders’ meeting is the board of directors of the company, which complies with the provisions of the company law, the securities law, the articles of association and the rules of shareholders’ meeting.
3、 Proposal of new proposal
After examination by our lawyers, no new proposals were put forward at this meeting.
4、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the matters listed in the announcement item by item in the way of combining on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association, and combined the voting results of on-site voting and online voting after the completion of online voting. All motions were passed by effective vote.
Upon the inspection of the lawyers of the exchange, the matters considered at the shareholders’ meeting are consistent with those listed in the announcement, and there is no case of considering and voting on other unannounced interim proposals at the shareholders’ meeting. The voting process, the exercise of voting rights and the procedures of counting and supervising votes of this general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. The voting procedures and results of this general meeting of shareholders of the company are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, which are legal and effective. The relevant resolutions adopted at this shareholders’ meeting are legal and valid.
This legal opinion is made in 3 originals without copies.
[this page is the signature and seal page of the legal opinion of Guohao law firm (Shanghai) on the first extraordinary general meeting of shareholders in Jiangsu Gian Technology Co.Ltd(300709) 2022]
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
Lawyer Li Qiang, Jin Shisheng
Lawyer he Jiahuan
March 4, 2022
