T&C Law Firm
about
Suwen Electric Energy Technology Co.Ltd(300982)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Tianji law firm
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang 310007
Tel: 0571 8790 1111 Fax: 0571 8790 1500
http://www.tclawfirm.com.
T&C Law Firm
About Suwen Electric Energy Technology Co.Ltd(300982)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
No.: tcyjs2021h1891 to: Suwen Electric Energy Technology Co.Ltd(300982)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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 (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws and regulations and other relevant normative documents issued by the China Securities Regulatory Commission, Zhejiang Tiance law firm (hereinafter referred to as "the firm") accepts the entrustment of Suwen Electric Energy Technology Co.Ltd(300982) (hereinafter referred to as " Suwen Electric Energy Technology Co.Ltd(300982) " or "the company"), appoints lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and issues this legal opinion.
This legal opinion is only used for the purpose of this general meeting of shareholders of your company. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of the company's general meeting of shareholders.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have conducted necessary verification and verification on the relevant matters and documents involved in the general meeting of shareholders of the company, attended the general meeting of shareholders of the company, and now issue legal opinions as follows: I. on the convening of the general meeting of shareholders Procedure for convening
1. After verification by our lawyers, the company's shareholders' meeting was proposed and convened by the board of directors, and the notice of convening the shareholders' meeting was posted on cninfo.com on December 21, 2021（ http://www.cn.info.com..cn. ）Make an announcement on the Internet.
2. This meeting adopts the combination of on-site voting and online voting.
According to the notice of the meeting, the on-site meeting will be held at 14:30 p.m. on January 6, 2022 at No. 3, changfan Road, Wujin District, Changzhou City, Jiangsu Province.
The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 6, 2022. The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 6, 2022.
3. According to the review of our lawyers, the actual time and place of the shareholders' meeting are consistent with the time and place notified in the notice of the shareholders' meeting.
The lawyers of the firm believe that the convening of the general meeting of shareholders, the way of attending the meeting, the convening procedures and the qualification of the convener comply with the relevant provisions of laws and regulations and the articles of association.
2、 On the qualifications of personnel attending the general meeting of shareholders
In accordance with the company law, the securities law, the articles of association and the notice of the general meeting of shareholders, the persons attending the general meeting of shareholders are:
1. Shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of December 31, 2021;
2. Directors, supervisors and senior managers of the company;
3. A lawyer employed by the company.
After verification by the Secretariat of the conference and the lawyers of the firm:
A total of 8 shareholders and shareholders' agents attended the on-site meeting of the general meeting of shareholders. The total number of shares of the company representing voting rights was 103742100.00 shares, accounting for 73.9334% of the total number of 140318267 shares of the company.
Among them, according to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 0 shareholders participating in the online voting of the general meeting of shareholders, representing 0 shares in total, accounting for 0% of the total share capital of the company.
Our lawyers believe that the qualifications of shareholders and shareholders' agents attending the meeting meet the provisions of relevant laws, regulations, normative documents and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
3、 Voting procedures and results of the general meeting of shareholders
After verification, the shareholders' meeting voted on the topics discussed at the meeting in accordance with the voting procedures specified in laws, regulations and the articles of association, by combining on-site open voting and online voting, monitored the votes according to the procedures specified in the articles of association, and announced the voting results on the spot.
The following proposals were considered and adopted at this meeting:
1. Proposal on Amending the articles of Association;
2. Proposal on Amending the rules of procedure of the board of directors.
According to the voting results, proposal 1 considered at this meeting was approved by more than two-thirds of the voting rights held by the shareholders attending the meeting (including on-site meeting and online voting), and proposal 2 was approved by more than one-half of the voting rights held by the shareholders attending the meeting (including on-site meeting and online voting). Proposals 1-2 are major issues affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors are counted separately. The shareholders' meeting did not vote on matters not listed in the meeting notice.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting participants qualifications and voting procedures of the company's general meeting of shareholders are in line with the relevant provisions of laws, regulations and the articles of association, and the resolutions adopted at the meeting are legal and effective.
This legal opinion is issued on January 6, 2022.
This legal opinion shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
This legal opinion is made in three originals, each of which has the same legal effect.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of the legal opinion of Zhejiang Tiance law firm on the first extraordinary general meeting of shareholders in Suwen Electric Energy Technology Co.Ltd(300982) 2022, No. tcyjs2021h1891)
T&C Law Firm
Person in charge: Zhang Jingzhong
Signature:
Handling lawyer: Lu Shengqiang
Signature:
Handling lawyer: Zhang Jun
Signature:
