Jiangsu century Tongren law firm
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Legal opinion of the extraordinary general meeting of shareholders
To: Jiangsu General Science Technology Co.Ltd(601500)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and normative documents, as well as the provisions of Jiangsu General Science Technology Co.Ltd(601500) articles of Association (hereinafter referred to as the “articles of association”), the exchange is entrusted by the board of directors of the company, Appoint our lawyer to witness the company’s first extraordinary general meeting in 2022, and give legal opinions on the convening of the extraordinary general meeting, the convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the legitimacy and validity of the voting results. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed here witnessed the provisional shareholders’ meeting through video.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the extraordinary general meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
Our lawyers agree to announce this legal opinion together with the resolution of the company’s extraordinary general meeting, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Procedures for convening and convening this extraordinary general meeting of shareholders
1. Convening of this extraordinary general meeting
The company held the 31st meeting of the 5th board of directors on February 28, 2022 and decided to hold this extraordinary general meeting of shareholders on March 16, 2022. On March 1, 2022, the company published the notice of Jiangsu General Science Technology Co.Ltd(601500) on convening the first extraordinary general meeting of shareholders in 2022 on the website of Shanghai Stock Exchange and the designated disclosure media Shanghai Securities News, China Securities News, securities daily and securities times.
Hongdou Group Co., Ltd., a shareholder holding 50.23% of the company’s shares alone, put forward an interim proposal on March 3, 2022 and submitted it in writing to the convener of the general meeting of shareholders, requesting the board of directors of the company to submit the proposal on providing guarantee for wholly-owned subsidiaries to the first extraordinary general meeting of shareholders of the company in 2022 as an interim proposal after being deliberated and approved by the board of directors. The company held the 32nd meeting of the 5th board of directors and the 27th meeting of the 5th board of supervisors on March 4, 2022, and deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries. On March 5, 2022, the company published the announcement of Jiangsu General Science Technology Co.Ltd(601500) on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “announcement of temporary proposals”) on the website of Shanghai Stock Exchange and the designated disclosure media Shanghai Securities News, China Securities News, Securities Daily and securities times.
In addition to specifying the time, place, equity registration date, convener, deliberation items and registration methods of the extraordinary general meeting, the above meeting notice and interim proposal announcement also include the specific operation process of participating in online voting.
After investigation, the company issued a notice of the meeting 15 days before the convening of the extraordinary general meeting of shareholders; There are temporary proposals in this extraordinary general meeting of shareholders. The sponsors are shareholders who individually hold more than 3% of the company’s shares. They put forward temporary proposals 10 days before this extraordinary general meeting of shareholders; The company issued a temporary proposal announcement within 2 days after receiving the temporary proposal.
2. This extraordinary general meeting of shareholders is held by combining on-site voting and online voting. Shareholders can vote online through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the voting platform of the trading system of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After investigation, the extraordinary general meeting of shareholders has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the notice of the meeting.
3. The on-site meeting of the company’s extraordinary general meeting was held at 14:45 on March 16, 2022 in the conference room on the first floor of Gangxia company, Donggang Town, Xishan District, Wuxi City, Jiangsu Province. The meeting was presided over by Mr. Gu Cui, chairman. The time, place and other relevant matters of the meeting met the requirements of the notice of the extraordinary general meeting. After examining the company’s meeting documents and information disclosure materials related to the convening of the extraordinary general meeting, our lawyers believe that the company has announced the time, place, equity registration date, convener, deliberation items, registration methods, specific operation process of online voting and other relevant matters of the extraordinary general meeting within the legal period; The proposer of the interim proposal of this extraordinary general meeting of shareholders is qualified. He puts forward the interim proposal within the legal period, and the company announces the contents of the interim proposal within the legal period. The convening and convening procedures of this extraordinary general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
2、 About the qualifications of attendees and conveners of this extraordinary general meeting of shareholders
According to the inspection of our lawyers, there are 15 shareholders (or shareholder agents) attending the on-site meeting of the extraordinary general meeting of shareholders and shareholders participating in online voting, and the total number of voting shares held is 553707600, accounting for 515174% of the total number of voting shares of the company. Among them, 6 shareholders (or shareholders’ agents) attended the on-site meeting of the extraordinary general meeting of shareholders, holding 551662700 voting shares, accounting for 513272% of the total voting shares of the company. Shareholders who vote online have been authenticated in accordance with the relevant provisions of Shanghai Stock Exchange. According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 9 shareholders participated in the online voting of the extraordinary general meeting of shareholders, holding 2044900 voting shares, accounting for 0.1903% of the total voting shares of the company.
Directors, supervisors and some senior managers of the company attended or attended the meeting as nonvoting delegates.
The extraordinary general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener meets the provisions of the articles of association. After checking the identity certificates, shareholding certificates and authorization certificates of the participants attending the on-site meeting of the extraordinary general meeting of shareholders and the qualification of the convener, our lawyers believe that the shareholders (or shareholders’ agents) attending the on-site meeting of the extraordinary general meeting of shareholders have legal and effective qualifications and comply with the provisions of laws, regulations, normative documents and the articles of Association; The convener’s qualification is legal and valid.
3、 Voting procedures and results of this extraordinary general meeting of shareholders
After verification by our lawyers, the shareholders (or shareholders’ agents) attending the on-site meeting of the company’s extraordinary general meeting and the shareholders participating in online voting voted by open ballot on the matters submitted to the extraordinary general meeting for deliberation and listed in the announcement, and considered and adopted the following proposals:
1. Proposal on daily connected transactions in 2022
Voting results: 4077900 shares were approved, accounting for 666378% of the total voting shares attending the extraordinary general meeting; The number of dissenting shares is 2041600, accounting for 333622% of the total voting shares attending the extraordinary general meeting; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares attending the extraordinary general meeting.
Among them, the voting results of the small and medium-sized investors attending the extraordinary general meeting of shareholders (except the directors, supervisors, senior managers of the company and other shareholders who individually or jointly hold more than 5% of the shares of the company, the same below): 4077900 shares, accounting for 666378% of the total shares held by the small and medium-sized investors with voting rights attending the meeting; 2041600 opposed shares, accounting for 333622% of the total shares held by small and medium-sized investors with voting rights attending the meeting; The number of abstained shares is 0, accounting for 0.0000% of the total shares held by small and medium-sized investors with voting rights attending the meeting.
2. Voting results of the proposal on the controlling shareholder providing guarantee for the company’s application for credit line from the bank in 2022: 552831700 shares were approved, accounting for 998418% of the total voting shares attending the extraordinary general meeting of shareholders; The number of dissenting shares is 875900, accounting for 0.1582% of the total voting shares attending the extraordinary general meeting; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares attending the extraordinary general meeting.
Among them, the voting results of small and medium-sized investors attending the extraordinary general meeting: 5243600 shares, accounting for 856867% of the total shares held by small and medium-sized investors with voting rights attending the meeting; The number of dissenting shares was 875900, accounting for 143133% of the total number of shares held by small and medium-sized investors with voting rights attending the meeting; The number of abstained shares is 0, accounting for 0.0000% of the total shares held by small and medium-sized investors with voting rights attending the meeting.
3. Proposal on providing guarantee for dealers
Voting results: 552661500 shares were approved, accounting for 998111% of the total voting shares attending the extraordinary general meeting; The number of dissenting shares is 1046100, accounting for 0.1889% of the total voting shares attending the extraordinary general meeting; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares attending the extraordinary general meeting.
Among them, the voting results of small and medium-sized investors attending the extraordinary general meeting: 5073400 shares, accounting for 829055% of the total shares held by small and medium-sized investors with voting rights attending the meeting; 1046100 opposed shares, accounting for 170945% of the total shares held by small and medium-sized investors with voting rights attending the meeting; The number of abstained shares is 0, accounting for 0.0000% of the total shares held by small and medium-sized investors with voting rights attending the meeting.
4. Proposal on providing guarantee for wholly-owned subsidiaries
Voting results: 552664800 shares were approved, accounting for 998117% of the total voting shares attending the extraordinary general meeting; The number of dissenting shares is 1042800, accounting for 0.1883% of the total voting shares attending the extraordinary general meeting; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares attending the extraordinary general meeting.
Among them, the voting results of small and medium-sized investors attending the extraordinary general meeting: 5076700 shares, accounting for 829594% of the total shares held by small and medium-sized investors with voting rights attending the meeting; 1042800 opposed shares, accounting for 170406% of the total shares held by small and medium-sized investors with voting rights attending the meeting; The number of abstained shares is 0, accounting for 0.0000% of the total shares held by small and medium-sized investors with voting rights attending the meeting.
Among the above proposals, the related shareholders Hongdou Group Co., Ltd., Wuxi Hongdou International Investment Co., Ltd., Zhou Haijiang and Gu Cui avoided voting on proposal 1; Proposals 3 and 4 shall be adopted by the general meeting of shareholders in the form of special resolution, that is, by more than two-thirds of the voting rights held by the shareholders (or shareholders’ agents) attending the extraordinary general meeting of shareholders. The on-site meeting of the extraordinary general meeting of shareholders carried out vote counting and supervision in accordance with the provisions of the articles of association. After the online voting, SSE Information Network Co., Ltd. provided the company with the total number and statistics of online voting, and the company combined the voting results of on-site voting and online voting.
Upon the inspection of our lawyers, the matters considered at this extraordinary general meeting are consistent with those listed in the announcement; This extraordinary general meeting of shareholders does not consider and vote on the interim proposals put forward at the meeting or other unannounced interim proposals.
Our lawyers believe that the voting process, the exercise of voting rights and the procedures of counting and supervising votes of this extraordinary general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association. The voting procedures and results of this extraordinary general meeting of shareholders of the company are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this extraordinary general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and effective. The resolutions formed at this extraordinary general meeting of shareholders are legal and effective.
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