Report of Beijing Dacheng (Nanjing) law firm on the first extraordinary general meeting of shareholders of CNNC suvalve Technology Industry Co., Ltd. in 2022
Legal opinion
Beijing Dacheng (Nanjing) law firm
www.dentons. cn.
7-10 / F, block a, Lianchuang technology building, No. 18, Jihui Road, Gulou District, Nanjing
Tel.: 028-83755000 Fax: 025-83755111 zip code: 210036
Beijing Dacheng (Nanjing) law firm on CNNC suvalve technology industry
Legal opinion of the first extraordinary general meeting of shareholders of a joint stock limited company in 2022 to: Sufa Technology Industry Co.Ltd.Cnnc(000777)
According to 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") and the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission According to the requirements of laws and regulations and other relevant normative documents, Beijing Dacheng (Nanjing) law firm (hereinafter referred to as "the firm") accepts the entrustment of Sufa Technology Industry Co.Ltd.Cnnc(000777) (hereinafter referred to as "the company") and appoints lawyers to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders").
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualification of participants, qualification of conveners, voting procedures, voting results and resolutions of the general meeting of shareholders, and do not express opinions on the proposals considered by the general meeting of shareholders, the numbers and contents involved in the proposals. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of the shareholders' meeting.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the provisions of the securities law, 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules of shareholders' meeting and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and documents involved in the shareholders' meeting, attended the shareholders' meeting and issued the following legal opinions:
1、 Procedures for convening and convening the general meeting of shareholders
(I) convening procedures of the general meeting of shareholders
The shareholders' meeting is proposed and convened by the board of directors. On December 13, 2021, the company held the 23rd Meeting of the seventh board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On December 14, 2021, the company announced the contents of the notice and proposal of convening the shareholders' meeting in the securities times, cninfo.com and the website of Shenzhen Stock Exchange.
(II) convening procedures of the general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting.
At 14:30 on January 13, 2022, the shareholders' meeting was held in the company's conference room, 501 Zhujiang Road, high tech Zone, Suzhou. The chairman of the company presided over the shareholders' meeting.
The online voting time of the general meeting of shareholders is: provide online voting to shareholders through the trading system of Shenzhen Stock Exchange. Shareholders can vote through the trading system. The voting time of the voting platform is the trading time period on January 13, 2022, that is, 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. The voting time through the Internet voting system is any time from 9:15 to 15:00 on January 13, 2022. The lawyers of the firm believe that the general meeting of shareholders is convened by the board of directors, and the qualifications of the convener, the convening and convening procedures of the meeting comply with relevant laws and regulations, the articles of association of Sufa Technology Industry Co.Ltd.Cnnc(000777) (hereinafter referred to as the "articles of association") and the rules of procedure of Sufa Technology Industry Co.Ltd.Cnnc(000777) general meeting of shareholders (hereinafter referred to as the "rules of procedure").
2、 Qualifications of the attendees of the general meeting of shareholders
(I) qualification of participants
According to the inspection of our lawyers, there are 9 shareholders (or shareholders' agents) attending the on-site meeting of the general meeting of shareholders, and the total number of representative shares is 104941559, accounting for 27.1449% of the total voting shares of the company. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 7 shareholders participated in the online voting of the general meeting of shareholders, with a total of 280002 representative shares, accounting for 0.0724% of the total voting shares of the company.
According to the consolidated statistics, 16 shareholders participated in the voting through on-site voting and online voting, holding 105221561 voting shares, accounting for 27.2173% of the total voting shares of the company.
(II) other personnel
Other persons attending and attending the shareholders' meeting as nonvoting delegates include the company's directors, the company's supervisors, the company's senior managers and the lawyers of the exchange.
After verification, our lawyers 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 relevant laws, regulations 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、 Proposals, voting procedures and voting results of the shareholders' meeting
(I) proposals considered at the general meeting of shareholders
According to the notice of Sufa Technology Industry Co.Ltd.Cnnc(000777) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting"), the proposal on Amending the articles of association "is submitted to the general meeting of shareholders for deliberation.
The above proposals have been listed and disclosed by the board of directors in the notice of the general meeting of shareholders, and the actual deliberations of the meeting are consistent with the contents of the notice of the general meeting of shareholders.
(II) voting procedures of the general meeting of shareholders
After verification, the shareholders' meeting voted on the above proposals by means of open ballot and online voting. The meeting counted and supervised the on-site voting according to the procedures specified in laws, regulations, the articles of association and rules of procedure, and counted the online voting according to the online voting data provided by the trading system of Shenzhen Stock Exchange and the Internet.
The host of the meeting announced the on-site voting results on the spot; After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of online voting and voting results of the meeting.
(III) voting results of the general meeting of shareholders
The proposal submitted to the shareholders' meeting for deliberation is consistent with the proposal listed in the announcement of the company convening the shareholders' meeting. Except for the above proposal, the shareholders of the company have not put forward any new proposal. The above proposals are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. The number of votes deliberated and adopted at the general meeting of shareholders shall comply with the provisions of the articles of Association; The above proposal is a major issue affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors have been counted separately; The minutes and resolutions of the meeting shall be signed by the directors attending the meeting, and the voting procedures shall comply with the provisions of relevant laws, regulations and the articles of association.
According to the voting, the above proposal has been deliberated and approved by the general meeting of shareholders.
The lawyers of the firm believe that the voting matters of the general meeting of shareholders are consistent with those listed in the notice of convening the general meeting of shareholders, the voting procedures comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with laws, administrative regulations, rules of general meeting of shareholders, articles of association and rules of procedure; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid; The resolutions made at the meeting are legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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Principal of Beijing Dacheng (Nanjing) law firm: Handling lawyer:
Shen Yongming, Liu Wei
Handling lawyer:
Lin Xin
January 13, 2002
