Guohao law firm (Shanghai)
About 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
3Peak Incorporated(688536) the first extraordinary general meeting of shareholders of microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as “the company”) in 2022 was held on January 12, 2022. Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) is engaged by the company to appoint lawyers to attend the on-site meeting, and in accordance with 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 (hereinafter referred to as “the securities law”) and other laws Regulations and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the rules for the general meeting of shareholders of listed companies and the articles of association of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as the “articles of association”), on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants Give legal opinions on voting procedures and other matters at the meeting.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting, reviewed the agenda and relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters. During the review of relevant documents, the company guarantees and promises to the lawyers of the firm that the documents and explanations provided to the firm are true, and the relevant copies or copies are consistent with the original.
The company guarantees and promises to the lawyers of the firm that the company has disclosed all the facts to the firm without any concealment, omission, falsehood or misleading.
This legal opinion is only used for the purpose of witnessing the first extraordinary general meeting of shareholders in 2022. Our lawyers agree that the company will submit this legal opinion as the legal document of the general meeting of shareholders, together with other documents, to Shanghai stock exchange for review and announcement.
In accordance with the requirements of the securities law 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、 Convening and convening procedures of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) on the designated disclosure media on December 24, 2021. The notice specified the time, place and matters to be considered at the meeting, and explained that shareholders have the right to attend, And may entrust an agent to attend and exercise the voting right, the equity registration date of the shareholders entitled to attend the meeting, the registration method and contact number of the shareholders attending the meeting, etc.
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:30 on January 12, 2022 in the conference room on the first floor of Building 1, No. 666, zhangheng Road, Pudong Shanghai Zhangjiang Hi-Tech Park Development Co.Ltd(600895) Technology Park, Shanghai. The actual time, place and content of the meeting were consistent with the contents of the announcement.
Online voting is provided for this general meeting of shareholders. The specific time period for voting through the voting platform of the trading system of Shanghai Stock Exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 12, 2022; The specific time for voting through the Internet voting platform of Shanghai Stock Exchange is any time from 9:15 to 15:00 on January 12, 2022.
It is verified that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. Convener of the general meeting of shareholders
It has been verified that the board of directors of the company decided to convene the general meeting of shareholders and issued a notice and announcement. The qualification of the board of directors as the convener is legal and valid, in line with the provisions of laws, regulations and the articles of association.
2. Personnel attending and attending on-site meetings as nonvoting delegates
It is verified that there are 6 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 24074586 shares with voting rights, accounting for 30.00% of the total share capital of the company. Other persons attending and attending the on-site meeting of the general meeting of shareholders are directors, supervisors and senior managers of the company.
It has been verified that the qualifications of the attending and non voting personnel of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and are legal and effective.
3. Shareholders participating in online voting
According to the data provided to the company by the online voting system of Shanghai Stock Exchange, the total number of voting shares of shareholders’ representatives who effectively voted through the online voting system at the shareholders’ meeting was 30683077, accounting for 38.24% of the total share capital of the company.
The identity of the aforesaid shareholders who vote through the online voting system shall be verified by the institution provided by the online voting system of Shanghai Stock Exchange. On the premise that the qualifications of the shareholders participating in the online voting of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders attending the company’s general meeting did not put forward new proposals.
The following proposals were considered at the shareholders’ meeting:
1. Proposal on Amending the articles of association.
2. Proposal on the change of the board of directors of the company and the election of non independent directors of the third board of directors:
2.1 proposal on electing Mr. Zhixu Zhou as a non independent director of the third board of directors of the company;
2.2 proposal on electing Mr. Feng Ying as a non independent director of the third board of directors of the company;
2.3 proposal on electing Mr. Heng Wang as a non independent director of the third board of directors of the company;
2.4 proposal on electing Mr. Wang Lin as a non independent director of the third board of directors of the company;
2.5 proposal on electing Mr. Zhang Xiaojun as a non independent director of the third board of directors of the company; 2.6 proposal on electing Mr. Wu Jiangang as a non independent director of the third board of directors of the company. 3. Proposal on the change of the board of directors of the company and the election of independent directors of the third board of directors:
3.1. Proposal on electing Mr. Hong Zhiliang as an independent director of the third board of directors of the company;
3.2. Proposal on electing Ms. Luo Yan as an independent director of the third board of directors of the company;
3.3. Proposal on electing Mr. Zhu Guangwei as an independent director of the third board of directors of the company.
4. Proposal on the replacement of the board of supervisors of the company and the election of non employee representative supervisors of the third board of supervisors: 4.1 proposal on the election of Mr. Li Yajun as non employee representative supervisor of the third board of supervisors; 4.2 proposal on electing Mr. Hu Yingping as a non employee representative supervisor of the third board of supervisors.
The above proposal 1 is a special resolution proposal; The above proposals 2 and 3 are proposals for separate vote counting for small and medium-sized investors; The above proposals 2, 3 and 4 are cumulative voting proposals; The above proposals do not involve the avoidance of voting by related shareholders.
The general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders of the company voted on the above-mentioned proposals by open ballot, and counted and monitored the votes in accordance with the procedures specified in the articles of association. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of on-site voting.
Shareholders participating in online voting exercised their voting rights through the trading system of Shanghai Stock Exchange or Internet voting system within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with statistical data files of online voting.
Based on the voting results of on-site voting and online voting, the deliberation results of this shareholders’ meeting are as follows:
All proposals considered at the general meeting of shareholders were passed.
It is verified that the voting procedures for all proposals at the 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.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
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