Floor 32, Jinmao building, No. 88, Century Avenue, Pudong New Area, Shanghai 200120
Tel: + 86 21 50819091 www.vtlaw.com cn.
Beijing Shenzhen Shanghai Chengdu Wuhan Xi'an Changsha Hangzhou
Wanshang tianqin (Shanghai) law firm
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Chunghsin Technology Group Co.Ltd(603996)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Chunghsin Technology Group Co.Ltd(603996)
In accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, 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, regulations and normative documents of the China Securities Regulatory Commission, as well as the provisions of the Chunghsin Technology Group Co.Ltd(603996) Charter (hereinafter referred to as the "articles of association"), Wanshang tianqin (Shanghai) law firm (hereinafter referred to as "the firm") accepts the entrustment of Chunghsin Technology Group Co.Ltd(603996) (hereinafter referred to as "the company") to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 and issue legal opinions.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion according to law.
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 verified and verified the relevant documents provided by the company and the relevant matters of the general meeting of shareholders, and participated in the general meeting of shareholders of the company. The legal opinions on the convening and voting of the company's general meeting of shareholders are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company. The notice of convening this general meeting of shareholders was announced on the designated information disclosure media of the company, Shanghai Securities News and the website of Shanghai Stock Exchange on December 24, 2021. All proposals have been listed in the notice and announcement of the general meeting of shareholders, and the contents of relevant proposals have been disclosed according to law.
Floor 32, Jinmao building, No. 88, Century Avenue, Pudong New Area, Shanghai 200120
Tel: + 86 21 50819091 www.vtlaw.com cn.
Beijing Shenzhen Shanghai Chengdu Wuhan Xi'an Changsha Hangzhou
(II) the general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on January 10, 2022 in the conference room on the fifth floor of the company, presided over by Mr. Zhou Tingjian of the company; The online voting time is January 10, 2022, of which: the specific time of online voting through the voting system of the general meeting of shareholders of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 10, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. on January 10, 2022 to 15:00 p.m. on January 10, 2022.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of association of the company.
2、 Qualification of attendees of the general meeting of shareholders
(I) according to the on-site meeting registration data and the data provided by SSE Information Network Co., Ltd., 35 shareholders and shareholder agents attended the general meeting, representing 112261670 shares, accounting for 37.4018% of the total shares of the company; Among them, one shareholder and shareholder agent attended the on-site meeting, representing 55 million shares, accounting for 18.32% of the total shares of the company; A total of 34 shareholders voted online, representing 57261670 shares, accounting for 19.0776% of the total shares of the company. The above shareholders are the company's shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the end of the transaction on the equity registration date of the general meeting of shareholders, i.e. January 5, 2022.
(II) in addition to the above shareholders and shareholders' agents, the persons attending or attending the shareholders' meeting also include directors, supervisors, senior managers and witness lawyers employed by the company.
Upon verification by our lawyers, the above-mentioned persons are legally qualified to participate in the general meeting of shareholders.
3、 Qualifications of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of laws, regulations, normative documents and the articles of association of the company, and its qualification is legal and valid.
4、 Voting procedures and results of the general meeting of shareholders
Floor 32, Jinmao building, No. 88, Century Avenue, Pudong New Area, Shanghai 200120
Tel: + 86 21 50819091 www.vtlaw.com cn.
Beijing Shenzhen Shanghai Chengdu Wuhan Xi'an Changsha Hangzhou
(I) the general meeting of shareholders adopts the combination of on-site voting and online voting.
After verification, the on-site meeting of the general meeting of shareholders adopted open ballot to vote on the proposals submitted to the general meeting of shareholders for deliberation. Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical results of online voting at the general meeting of shareholders on January 10, 2022.
(II) according to the counting of the voting results of the on-site meeting and the online voting statistical results of the general meeting of shareholders provided by SSE Information Network Co., Ltd., the proposals considered at the general meeting of shareholders were not adopted, and the voting results are as follows:
1.00 proposal on election of directors
The proposal adopts cumulative voting system. The details are as follows:
1.01 proposal on electing Mr. Chen nijun as a director of the company
Voting results: 28179078 shares were approved, accounting for 25.1012% of the total voting shares held by shareholders attending the meeting (including online voting); Against 55 million shares, accounting for 48.9926% of the total voting shares held by shareholders attending the meeting (including online voting); Abstained 29082592 shares, accounting for 25.9060% of the total voting shares held by shareholders attending the meeting (including online voting).
The chairman of the meeting announced the voting results of the above proposals on the spot, and the shareholders attending the shareholders' meeting did not raise any objection to the voting results of the meeting.
After verification, our lawyers believe that the voting procedures of the company's general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in conformity with Chinese laws and regulations and the articles of association, and are legal and effective; The resolutions adopted at this shareholders' meeting are legal and valid.
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