Beijing Dacheng (Suzhou) law firm
About CNNC suvalve Technology Industry Co., Ltd
Of the 26th general meeting of shareholders (2021 annual meeting)
Legal opinion
Beijing Dacheng (Suzhou) law firm
www.dentons. cn.
Room 2902, building 1, constellation Business Plaza, 269 wangdun Road, Suzhou Industrial Park (215000)
Tel: 86-51265588369 Fax: 86-51265076302
Beijing Dacheng (Suzhou) law firm
Legal opinion on Sufa Technology Industry Co.Ltd.Cnnc(000777) the 26th general meeting of shareholders (2021 annual meeting)
To: Sufa Technology Industry Co.Ltd.Cnnc(000777)
In accordance with 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and other relevant normative documents of the China Securities Regulatory Commission, Beijing Dacheng (Suzhou) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Sufa Technology Industry Co.Ltd.Cnnc(000777) (hereinafter referred to as “the company”) to appoint lawyers to attend the 26th general meeting of shareholders (2021 annual meeting) (hereinafter referred to as “the general meeting of shareholders”).
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of participants, qualifications 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 figures and contents involved in the proposals. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of this 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 office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall 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, the lawyers of the firm 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:
(I) convening procedures of this general meeting of shareholders
This general meeting of shareholders is proposed and convened by the board of directors. On April 19, 2022, the company held the 25th meeting of the seventh board of directors, deliberated and adopted the proposal on convening the 26th general meeting of shareholders (2021 annual meeting).
On April 21, 2022, 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 14:00 on May 19, 2022, the shareholders’ meeting was held in the conference room of the company at No. 501 Zhujiang Road, high tech Zone, Suzhou, Jiangsu Province. Mr. Peng Xinying, chairman of the board, presided over the shareholders’ meeting.
The online voting time of this shareholders’ meeting is: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 19, 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 Sufa Technology Industry Co.Ltd.Cnnc(000777) articles of Association (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 [7] shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, and the number of voting shares held is [104759200], accounting for [270977]% of the total voting shares of the company. According to the online voting results provided by the online voting system of Shenzhen Stock Exchange, a total of [17] minority shareholders participated in the online voting of the general meeting of shareholders, and the number of voting shares held by the company is [2836859], accounting for [0.7338]% of the total voting shares of the company.
According to consolidated statistics, there are a total of [24] shareholders voting through on-site voting and online voting, and the number of voting shares held is [107596059], accounting for [278315]% of the total voting shares of the company.
(II) other personnel
Other persons attending and attending the general meeting of shareholders as nonvoting delegates include directors, supervisors, senior managers and lawyers of the company.
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 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 general meeting of shareholders
(I) proposals considered at this shareholders’ meeting
According to the notice of Sufa Technology Industry Co.Ltd.Cnnc(000777) on convening the 26th general meeting of shareholders (2021 annual meeting) (hereinafter referred to as the “Notice of the general meeting of shareholders”), the proposals submitted to the general meeting of shareholders for deliberation are:
1. Review the work report of the board of directors in 2021;
2. Review the work report of the board of supervisors in 2021;
3. Review the company’s 2021 annual financial statement report;
4. Review the 2022 financial budget report of the company;
5. Deliberating the proposal on 2021 annual report and summary of the company;
6. Review the proposal of the company’s “2021 annual after tax profit distribution plan”;
7. Review the proposal on the prediction of daily connected transactions in 2022 of the company;
8. Deliberating the proposal on Amending the guarantee management regulations of the company;
9. Review the company’s proposal on renewing the appointment of accounting firms;
10. Deliberating the company’s proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2020 restricted stock incentive plan;
11. Review the proposal on changing the registered capital of the company and amending the articles of association of the company.
Among the above proposals, proposals 6, 7, 9, 10 and 11 are major issues affecting the interests of small and medium-sized investors, which will separately count and disclose the votes of small and medium-sized investors, that is, shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company; Proposal 11 is a special resolution proposal, which must be passed by more than two-thirds of the total voting shares attending the general meeting of shareholders.
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 monitored 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 this 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 holding the shareholders’ meeting. Except for the above proposal, the shareholders of the company have not put forward any new proposal. The number of votes passed in the deliberation of the proposal of the general meeting of shareholders complies with the provisions of the articles of Association; The votes of the above-mentioned small and medium-sized investors have been counted separately; The motion involving related party transactions has been subject to avoidance procedures. The minutes and resolutions of the meeting are signed by the directors of the company attending the meeting, and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association.
Our lawyers believe that the voting matters of this general meeting of shareholders are consistent with those listed in the notice of convening this general meeting of shareholders, the voting procedures comply with the provisions of laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, the convening procedures of the general meeting of shareholders are in conformity with the provisions of the laws and regulations of the company; 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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