Shanghai jintiancheng law firm
About Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Case No.: 01g20210978 to: Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Suzhou Suzhou Huaya Intelligence Technology Co.Ltd(003043) Technology Co., Ltd. (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) 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 and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of Association (hereinafter referred to as the “articles of association”).
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, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, our lawyers, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, hereby issue the following legal opinions: I. qualification of the convener of the general meeting of shareholders and the procedures for convening and convening the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The company was posted on cninfo.com on December 28, 2021（ http://www.cn.info.com.cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn. ）The notice of Suzhou Huaya Intelligence Technology Co.Ltd(003043) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) was published on the website. The notice of meeting specifies the time, place, method, attendees, deliberation items and registration methods of the shareholders\’ meeting. The date of publication of the notice of meeting is 15 days from the date of the shareholders\’ meeting.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held as scheduled at 14:30 p.m. on Thursday, January 13, 2022 in the conference room of the company, No. 58 Chunxing Road, Caohu Industrial Park, Xiangcheng Economic Development Zone, Suzhou. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on January 13, 2022 to 15:00 p.m. on January 13, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, rules for general meetings of shareholders of listed companies and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, there are 75 shareholders and shareholders’ agents attending the general meeting, representing 56684260 voting shares, accounting for 70.8553% of the total voting shares of the company, including:
1. Shareholders and shareholders’ agents attending the on-site meeting: Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chongqing, Chengdu, Taiyuan, Hong Kong, Qingdao, Xiamen, Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi’an, Guangzhou, Changchun, Wuhan, Urumqi, London, Seattle, Singapore
According to the signatures and power of attorney of shareholders attending the on-site meeting of the company, there are 8 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented is 52808760 shares, accounting for 66.0110% of the total voting shares of the company.
2. Shareholders voting through the trading system and Internet voting system of Shenzhen Stock Exchange
According to the statistics of the trading system and Internet voting system of Shenzhen Stock Exchange and confirmed by the company, there are 67 shareholders voting through the network system during the network voting time, and the number of voting shares is 3875500, accounting for 4.8444% of the total voting shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
3. Minority investors and shareholders attending the meeting
A total of 71 small and medium-sized investor shareholders participated in the meeting through on-site and network, representing 6825878 voting shares, accounting for 8.5323% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.) (II) other personnel attending the meeting
Verified by our lawyers, other personnel attending the shareholders’ meeting on site included the company’s directors, supervisors, Secretary of the board of directors and our lawyers, and the company’s senior managers attended the shareholders’ meeting as nonvoting delegates.
Since the qualification and number of online voting shareholders are authenticated and counted by the securities trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange during online voting, our lawyers are unable to verify and confirm such shareholder qualification. The qualification of shareholders participating in online voting at this shareholders’ meeting complies with laws, administrative regulations On the premise of the normative documents and the articles of association, the lawyers of the firm believe that the qualification of the meeting personnel attending the general meeting of shareholders meets the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, 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 and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders. 4、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders adopted the combination of on-site voting and online voting, and considered and adopted the following proposals:
(I) proposal on signing project investment agreement
Total voting: 56684260 shares were approved, accounting for 100.0000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Voting of small and medium-sized investors: 6825878 shares were agreed, accounting for 100.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
(II) proposal on Amending the articles of Association
Total voting: 56684260 shares were approved, accounting for 100.0000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Voting of small and medium-sized investors: 6825878 shares were agreed, accounting for 100.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
(III) proposal on renewing the appointment of accounting firms: Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chongqing, Chengdu, Taiyuan, Hong Kong, Qingdao, Xiamen, Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi’an, Guangzhou, Changchun, Wuhan, Urumqi, London, siatu, Singapore
Total voting: 56684260 shares were approved, accounting for 100.0000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Voting of small and medium-sized investors: 6825878 shares were agreed, accounting for 100.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
Among the above-mentioned proposals, proposal 2 on Amending the articles of association is a special resolution, which is voted by non cumulative voting system and passed by more than two-thirds of the effective voting rights held by shareholders (including shareholders’ proxies) attending the general meeting of shareholders. Other proposals are ordinary resolutions, which shall be voted by non cumulative voting system, and shall be adopted by more than half of the effective voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
After review, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) Laws and regulations, other normative documents and relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Suzhou Huaya Intelligence Technology Co.Ltd(003043) 2022 comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and other laws and regulations, normative documents and the relevant provisions of the articles of Association; The qualifications of conveners and attendees are legal and valid; The voting procedures, voting results and resolutions adopted at the meeting are legal and valid.
