Beijing Zhonglun law firm
About Jiangsu Cnano Technology Co.Ltd(688116)
Of the 2021 annual general meeting
Legal opinion
May, 2002
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Jiangsu Cnano Technology Co.Ltd(688116)
Of the 2021 annual general meeting
Legal opinion
To: Jiangsu Cnano Technology Co.Ltd(688116)
Entrusted by Jiangsu Cnano Technology Co.Ltd(688116) (hereinafter referred to as “the company”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the 2021 annual general meeting of shareholders of the company (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”), the rules of the general meeting of shareholders of listed companies, the notice of Shanghai Stock Exchange on several measures to deal with the epidemic, optimize self regulatory services and further ensure market operation and other relevant laws, regulations and normative documents, as well as the Jiangsu Cnano Technology Co.Ltd(688116) articles of Association (hereinafter referred to as the “articles of association”) In accordance with the rules of procedure of Jiangsu Cnano Technology Co.Ltd(688116) general meeting of shareholders (hereinafter referred to as the “rules of general meeting of shareholders”), witness and issue legal opinions on this general meeting of shareholders. Affected by the pneumonia epidemic of novel coronavirus infection, our lawyers attended and witnessed the shareholders’ meeting by video.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
The company’s lawyers have provided the following legal and ethical standards of diligence to verify the relevant facts and documents of the company:
1、 Convening and convening procedures of this general meeting of shareholders
According to the resolutions of the 15th and 17th meetings of the second board of directors, the company issued the notice of Jiangsu Cnano Technology Co.Ltd(688116) on convening the 2021 annual general meeting of shareholders and the notice of Jiangsu Cnano Technology Co.Ltd(688116) on adding temporary proposals to the 2021 annual general meeting of shareholders on April 20, 2022 and May 9, 2022 respectively (hereinafter collectively referred to as the “Notice of the meeting”). The meeting was convened by the board of directors of the company. The contents of the meeting notice comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders.
The shareholders’ meeting was held at 9:00 on May 19, 2022 in the conference room on the first floor of office building, No. 113, Qinglongshan Road, New District, Zhenjiang City, Jiangsu Province. The time and place of the meeting were in line with the contents of the meeting notice.
The shareholders’ meeting was held by combining on-site voting and online voting. Online voting time: the online voting system of Shanghai Stock Exchange is adopted, and the specific time of online voting through the voting platform of the trading system is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 19, 2022; The specific time of voting through the Internet voting platform is any time from 9:15 to 15:00 on May 19, 2022.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders.
2、 Qualification of participants and conveners of the general meeting of shareholders
The equity registration date of this shareholders’ meeting is May 12, 2022. Upon inspection, 28 shareholders and authorized agents attended the general meeting of shareholders, holding 57543793 shares with voting rights, accounting for 247788% of the total voting shares of the company at the general meeting of shareholders. Among them, there were 6 shareholders attending the on-site meeting and their authorized agents, and the number of voting shares held by them was 24239518, accounting for 421236% of the total voting shares of the company at the shareholders’ meeting.
A total of 22 shareholders participated in online voting through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform, holding 33304275 shares with voting rights, accounting for 578764% of the total voting shares of the company at the shareholders’ meeting. The qualification of shareholders who vote through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform shall be verified by the trading system of Shanghai Stock Exchange and the Internet voting platform. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
The general meeting of shareholders was convened by the board of directors of the company and presided over by Mr. Zheng Tao, chairman of the company. Affected by the epidemic of pneumonia caused by novel coronavirus, the company’s directors, supervisors and Secretary of the board of directors attended the general meeting of shareholders by means of on-site communication, the company’s senior management attended the general meeting of shareholders as nonvoting delegates, and witnessed the lawyer attending the general meeting of shareholders by means of video.
Our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders. 3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting deliberated and voted on the proposals listed in the notice of meeting.
(II) the shareholders’ meeting adopts the combination of on-site voting and online voting. The votes shall be counted and monitored in accordance with relevant laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders. The votes shall be counted and announced on the spot. The shareholders and authorized agents attending the on-site meeting did not raise any objection to the voting results of on-site voting. For proposals involving major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares) have been counted separately.
(III) according to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Review the proposal on the company’s 2021 annual report and summary
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed.
2. Review the proposal on the work report of the board of directors in 2021
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
3. Review the proposal on the work report of the board of supervisors in 2021
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
4. Review the proposal on the report on the work of independent directors of the company in 2021
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
5. Review the proposal on the company’s 2021 annual financial statement report
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
6. Review the proposal on the company’s 2022 annual financial budget report
Voting results: 56768175 shares were approved, accounting for 986521% of the total voting shares held by shareholders attending the meeting; 775618 opposed shares, accounting for 1.3479% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
7. Review the proposal on the company’s profit distribution plan for 2021
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The proposal was passed by special resolution, and the number of approved shares accounted for more than two-thirds of the total voting shares of shareholders attending the meeting.
8. Review the proposal on the company’s application for comprehensive credit line from the bank in 2022
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
9. Review the proposal on the renewal of the company’s audit institution in 2022
Voting results: 57543793 shares were approved, accounting for 100% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
10. Review the proposal on Amending the Jiangsu Cnano Technology Co.Ltd(688116) articles of Association
Voting results: 56768175 shares were approved, accounting for 986521% of the total voting shares held by shareholders attending the meeting; 775618 opposed shares, accounting for 1.3479% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The proposal was passed by special resolution, and the number of approved shares accounted for more than two-thirds of the total voting shares of shareholders attending the meeting.
11. Review the proposal on Amending the rules of procedure of Jiangsu Cnano Technology Co.Ltd(688116) shareholders’ meeting
Voting results: 56768175 shares were approved, accounting for 986521% of the total voting shares held by shareholders attending the meeting; 775618 opposed shares, accounting for 1.3479% of the total voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for the shareholders attending the meeting
