Taihetai (Nanjing) law firm
About Jiangsu Boamax Technologies Group Co.Ltd(002514)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
20th floor, Xinlihua center, 151 Taishan Road, Jianye District, Nanjing, China
20/F, Xinlihua Center, No. 151 Taishan Road
Jianye District, Nanjing, People’s Republic of China
Tel: 86-25-69077088
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Taihetai (Nanjing) law firm
About Jiangsu Boamax Technologies Group Co.Ltd(002514)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jiangsu Boamax Technologies Group Co.Ltd(002514)
Taihetai (Nanjing) law firm, entrusted by Jiangsu Boamax Technologies Group Co.Ltd(002514) (hereinafter referred to as “the company”), appointed lawyer Zeng Zhen and lawyer Zhou Junyi to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations, rules, other normative documents and the Jiangsu Boamax Technologies Group Co.Ltd(002514) articles of Association (hereinafter referred to as the “articles of association”) such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), etc.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, We have examined the relevant documents and materials that we consider necessary for the issuance of this legal opinion. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and effective, and there are no false records, misleading statements or major omissions.
In view of this, in accordance with the requirements of the above laws, regulations, other normative documents and the articles of association, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby express the following legal opinions: I. convening and convening procedures of this general meeting of shareholders
1. The board of directors of the company made an announcement in the securities times and cninfo.com on December 28, 2021, 15 days before the convening of the general meeting（ http://www.cn.info.com.cn. ）The notice of the board of directors on convening the first extraordinary general meeting of shareholders in 2022 was published on the announcement, which stated the time, place, convener, deliberation matters, convening method and other relevant matters of the meeting.
2. Witnessed by our lawyers, the meeting was held at 2:30 p.m. on January 12, 2022 in the conference room on the 8th floor, building n, Himalayan business center, No. 2-2 Minzhi Road, Yuhuatai District, Nanjing. The actual time and place of the meeting are consistent with the contents specified in the meeting notice.
3. According to the notice of the shareholders’ meeting, the voting of the shareholders’ meeting adopts the combination of on-site voting and online voting. The online voting time of the general meeting of shareholders is January 12, 2022; Among them, the specific time of online voting through Shenzhen securities trading system is 9:15-9:25 a.m., 9:30-11:30 p.m. and 1:00-3:00 p.m. on January 12, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on January 12, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of laws, regulations, other normative documents and the articles of association. The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener is legal and valid.
2、 Qualification of personnel attending the general meeting of shareholders
1. Qualification of attendees
According to the inspection of our lawyers, there were 3 shareholders (or shareholder representatives) attending the on-site meeting of the general meeting of shareholders, and the number of voting shares held was 123252608, accounting for 22.2464% of the total voting shares of the company. According to the online voting results provided by the trading system and Internet voting system of Shenzhen Stock Exchange, there are 4 shareholders (or shareholder representatives) participating in the online voting of the general meeting of shareholders, holding 87300 voting shares of the company, accounting for 0.0158% of the total voting shares of the company.
According to the consolidated statistics, there are 7 shareholders (or shareholder representatives) participating in the voting through on-site voting and online voting, and the number of voting shares held is 123339908, accounting for 22.2621% of the total voting shares of the company. Among them, the attendance of small and medium-sized investors (shareholders individually or jointly holding less than 5% of the company’s shares except directors, supervisors and senior managers of the company) is as follows:
Upon the inspection of our lawyers, there are 0 small and medium-sized investors who have passed the on-site voting, and the number of voting shares held is 0, accounting for 0% of the total voting shares of the company. There are 4 small and medium-sized investors voting through the Internet, holding 87300 voting shares, accounting for 0.0158% of the total voting shares of the company.
According to the consolidated statistics, there are 4 small and medium-sized investors voting on site and online, holding 87300 voting shares, accounting for 0.0158% of the total voting shares of the company.
2. Other persons attending and attending the shareholders’ meeting as nonvoting delegates include some directors, some supervisors, some senior managers of the company and lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates meet the provisions of laws, regulations, other normative documents and the articles of Association; The qualification of shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Contents to be considered at this meeting
The proposal considered at this meeting is the proposal on the prediction of credit and guarantee lines of the company and its subsidiaries in 2022.
The lawyers of the firm believe that the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice of convening the general meeting of shareholders; The general meeting of shareholders did not modify the notified proposal or put forward new proposals, which was in line with the provisions of the company law and other relevant laws and regulations and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated on the proposals listed in the meeting notice, voted on the announced proposals by open ballot, and the on-site voting was conducted according to the procedures specified in the articles of association and the rules of the shareholders’ meeting, and the votes were counted and monitored; Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system during the online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. submitted the statistical data file of online voting to the company. The shareholders attending the meeting deliberated and adopted the following proposals:
1. The proposal on the prediction of credit and guarantee lines of the company and its subsidiaries in 2022 was deliberated and adopted
Voting results: 123252608 shares were approved, accounting for 99.9292% of the total number of valid voting shares; Against 87300 shares, accounting for 0.0708% of the total number of valid voting shares; 0 shares abstained, accounting for 0% of the total number of valid voting shares.
Among them, the voting results of small and medium-sized investors: 0 shares agreed, 87300 shares opposed and 0 shares abstained.
The lawyers of the firm believe that the voting procedures and results of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, other normative documents and the relevant provisions of the articles of association, All the proposals passed at this shareholders’ meeting are legal and valid.
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(this page is the signature page of the legal opinion of Taihe Thai (Nanjing) law firm on the first extraordinary general meeting of shareholders in Jiangsu Boamax Technologies Group Co.Ltd(002514) 2022)
Taihetai (Nanjing) law firm (seal)
Principal: Handling lawyer:
Sun Aiguo Zeng Zhen
Handling lawyer:
Zhou Junyi
specific date
