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23‐25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152341670
Website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Arts Group Co.Ltd(603017)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission, Guohao law firm (Shanghai) accepted the invitation of the board of directors of Arts Group Co.Ltd(603017) (hereinafter referred to as “the company”), and assigned lawyers to attend and witness the company’s first extraordinary general meeting of shareholders in 2022 held in the atrium conference room on the fourth floor of Arts Group Co.Ltd(603017) podium, No. 111, Bada street, Suzhou Industrial Park from 15:00 on Tuesday, March 8, 2022, and in accordance with relevant laws, regulations The provisions of normative documents and the provisions of Arts Group Co.Ltd(603017) articles of Association (hereinafter referred to as the “articles of association”) have reviewed the convening, convening procedures, qualifications of attendees, voting procedures and other matters of the general meeting of shareholders. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
On February 21, 2022, the board of directors of the company sent the notice of the first extraordinary general meeting of shareholders in 2022 to the shareholders of the company on the websites of Shanghai Securities News, China Securities News and Shanghai Stock Exchange. After verification, the notice specifies the time, place and content of the meeting, and explains the equity registration date of the shareholders entitled to attend the meeting, the registration method of the shareholders attending the meeting, the contact number and the name of the contact person.
The shareholders’ meeting was convened by the board of directors of the company and held in the atrium conference room on the fourth floor of Arts Group Co.Ltd(603017) podium, No. 111, Bada street, Suzhou Industrial Park from 15:00 on Tuesday, March 8, 2022. The meeting was presided over by the chairman of the company. The time, place and other matters of the meeting are consistent with those disclosed in the meeting notice.
The online voting time of the general meeting of shareholders is: the online voting system of Shanghai Stock Exchange is adopted for the online voting of the general meeting of shareholders, and the voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 8, 2022; The voting time through the Internet voting platform is 9:15-15:00 on March 8, 2022. The online voting time is consistent with the content of the notice.
After verification by our lawyers, the company published the notice of the meeting 15 days before the convening of the general meeting of shareholders. The actual time, place, method and proposals considered at the meeting are consistent with the notice of the general meeting of shareholders. The convening and convening procedures of this meeting comply with the company’s laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of participants
1. Shareholders and shareholders’ representatives attending the meeting
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the examination of relevant materials such as shareholder shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate submitted by the personnel attending the shareholders’ meeting, as well as the data provided by Shanghai Stock Exchange Information Network Co., Ltd., there are a total of shareholders, entrusted agents and shareholders voting through the Internet attending the shareholders’ meeting, Representing 153101579 shares of the company, accounting for 549707% of the total shares of the company.
2. Other persons attending the meeting
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors, other senior managers and lawyers hired by the company also attended the shareholders’ meeting.
The lawyer of the firm verified that the qualifications of the convener and attendees of the general meeting of shareholders were in line with the provisions of laws, regulations, normative documents and the articles of association.
3、 Interim proposals of the general meeting of shareholders
Upon inspection, there are additional temporary proposals at this shareholders’ meeting. The details are as follows:
On February 25, 2022, the board of directors of the company announced Arts Group Co.Ltd(603017) on the website of Shanghai stock exchange the announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022, announcing that Suzhou sepu Growth Investment Management Co., Ltd., a shareholder holding 36.43% shares, put forward temporary proposals on February 24, 2022 and submitted them in writing to the convener of the general meeting of shareholders, The specific contents of the interim proposal are as follows:
(1) Proposal on providing guarantee amount of up to 195 million yuan for central China headquarters (Hubei) Co., Ltd. of Arts Group Co.Ltd(603017) group, a wholly-owned subsidiary
According to the company law, the articles of association and other relevant provisions, shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders.
Accordingly, our lawyers believe that the above-mentioned interim proposal belongs to the terms of reference of the general meeting of shareholders of the company, has clear topics and specific resolutions, and the qualification of the proposer, the content and procedure of the proposal comply with relevant regulations. The interim proposal of this shareholders’ meeting is legal and valid.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The shareholders’ meeting deliberated on the proposals listed in the meeting notice item by item, and voted by combining on-site voting and online voting.
The on-site voting of the general meeting of shareholders shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. After the online voting of the general meeting of shareholders, SSE Information Network Co., Ltd. provided the company with the statistical results of the online voting, and the company combined the voting results of on-site voting and online voting.
The meeting did not vote on matters not listed in the meeting notice; No proposal put on the agenda of the meeting was rejected or amended.
In order to respect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in major matters decided by the general meeting of shareholders of the company, according to the spirit of the document “opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market” (GBF [2013] No. 110) issued by the general office of the State Council, the votes of small and medium-sized investors are counted separately in this general meeting of shareholders. The standards for small and medium-sized investors shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange.
(II) the voting details of each proposal at this shareholders’ meeting are as follows:
The shareholders’ meeting considered the proposals listed in the meeting announcement item by item by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Proposal on Approving the signing of equity purchase agreement between the company and its related party Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd;
2. Proposal on Amending the articles of Association;
3. Proposal on providing a guarantee limit of up to 195 million yuan for the wholly-owned subsidiary Arts Group Co.Ltd(603017) group central China headquarters (Hubei) Co., Ltd.
It has been verified that the number of votes passed in the deliberation of various proposals of the general meeting of shareholders complies with the provisions of laws, regulations, normative documents and the articles of association. The resolutions of the meeting are signed by the directors of the company attending the meeting. The 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.
5、 Concluding observations:
Through on-site witness, our lawyer confirmed that the convening, convening procedures and voting methods of this general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. The personnel attending the meeting have legal and effective qualifications, the qualification of the convener is legal and effective, and the voting procedures and results are true, legal and effective, The resolutions formed at this general meeting of shareholders are legal and valid.
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