Beijing Guofeng (Chengdu) law firm
About Chengdu Huasun Technology Group Inc.Ltd(000790)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. d0001
To: Chengdu Huasun Technology Group Inc.Ltd(000790)
Entrusted by Chengdu Huasun Technology Group Inc.Ltd(000790) (hereinafter referred to as “your company”), Beijing Guofeng (Chengdu) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of the first extraordinary general meeting of shareholders in 2022 held by your company.
According to 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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws This legal opinion is issued in accordance with the relevant provisions of laws, regulations, normative documents and the articles of association of Chengdu Huasun Technology Group Inc.Ltd(000790) (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. Your company published on cninfo website on December 22, 2021（ http://www.cn.info.com..cn./new/index ）Announcement on the resolution of the 15th meeting of the Chengdu Huasun Technology Group Inc.Ltd(000790) 12th board of directors (hereinafter referred to as “the resolution of the board of directors”);
2. Your company published on cninfo website on December 22, 2021（ http://www.cn.info.com..cn./new/index ）Announcement on the resolution of the 13th meeting of the Chengdu Huasun Technology Group Inc.Ltd(000790) 12th board of supervisors;
3. Your company published on cninfo website on December 22, 2021（ http://www.cn.info.com..cn./new/index ）The Chengdu Huasun Technology Group Inc.Ltd(000790) on convening the first interim stock meeting in 2022
4. Register of shareholders, identity certificates of shareholders and shareholders’ agents attending the on-site meeting, power of attorney, etc. Our lawyers only agree to use this legal opinion as the legal document announced by the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
According to the resolution of the board of directors and the notice of the general meeting of shareholders announced by your company, this general meeting of shareholders was deliberated and decided to be held at the 15th meeting of the 12th board of directors held on December 21, 2021. This general meeting of shareholders was convened by the board of directors of your company. On December 22, 2021, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of the general meeting of shareholders of your company complies with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the session of the meeting, the convener of the meeting, the time of the meeting, the method of the meeting, the participants of the meeting, the place of the meeting, the matters considered at the meeting, on-site meeting registration, etc. The contents of the notice of shareholders’ meeting comply with the relevant provisions of the rules of shareholders’ meeting of listed companies and the articles of association.
3. The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 on Thursday, January 6, 2022 in the multi-functional hall on the first floor of Chengdu Huasun Technology Group Inc.Ltd(000790) No. 1168 Shuxin Avenue, Chengdu high tech Zone (West District). The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for voting 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 January 6, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on January 6, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Huang Mingliang, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(i) Shareholders and their proxies attending the general meeting of shareholders
The equity registration date of the general meeting of shareholders is Thursday, December 30, 2021. The lawyers of the exchange have checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on Thursday, December 30, 2021, Six shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 113211281 voting shares of your company, accounting for 18.0914% of the total voting shares of your company. Upon verification by our lawyers, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association. According to the data provided by Shenzhen Securities Information Co., Ltd., 20 shareholders voted through the online voting system during the online voting time, representing 2033396 voting shares of your company, accounting for 0.3249% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
（2） Other personnel attending the shareholders’ meeting
Some directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as our witness lawyers attended or attended the on-site meeting of the general meeting of shareholders.
（3） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the on-site meeting of the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders deliberated on the proposal listed in the notice of general meeting of shareholders, and voted on the proposal by open ballot, Among them, for major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Proposal on proposed change of accounting firm
Voting: 113706477 shares were approved, accounting for 98.6653% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 1538200 opposed shares, accounting for 1.3347% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 555196 shares were agreed, accounting for 26.5213% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1538200 shares, accounting for 73.4787% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the general meeting.
2. Proposal on holding subsidiaries applying for credit from banks and providing guarantees for them
Voting: 113672577 shares were approved, accounting for 98.6359% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Against 1572100 shares, accounting for 1.3641% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting of small and medium-sized investors: 521296 shares were agreed, accounting for 24.9019% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1572100 shares, accounting for 75.0981% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the general meeting.
According to the counting of the on-site voting results by the vote counting and monitoring representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders’ meeting voted on the proposals listed in the notice of shareholders’ meeting, and announced the voting results on the spot. According to the voting results, all the proposals considered at the shareholders’ meeting were passed.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of Association; The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Chengdu) law firm on the first extraordinary general meeting of shareholders in Chengdu Huasun Technology Group Inc.Ltd(000790) 2022)
Handling lawyer of Beijing Guofeng (Chengdu) law firm:
Person in charge: Li Dapeng, Yang Huajun
Xiao Chuan Qi
January 6, 2022
