Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Hong Kong, Paris, Madrid, Silicon Valley
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041, China
23‐25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152341670
Website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Arts Group Co.Ltd(603017)
Of the 2021 annual general meeting
Legal opinion
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 the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission, Guohao law firm (Shanghai) accepts the employment of the board of directors of Arts Group Co.Ltd(603017) (hereinafter referred to as the “company”), Attorneys were appointed to attend and witness the 2021 annual general meeting of shareholders held by the company in the atrium conference room on the fourth floor of Arts Group Co.Ltd(603017) podium, No. 111, Bada street, Suzhou Industrial Park from 14:00 on May 20, 2022 (Friday), and in accordance with the provisions of relevant laws, regulations and normative documents and the provisions of Arts Group Co.Ltd(603017) articles of Association (hereinafter referred to as the “articles of association”), After reviewing the convening, convening procedures, qualification of attendees, voting procedures and other matters of the general meeting of shareholders, the legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
On April 28, 2022, the board of directors of the company sent the notice of the meeting of the 2021 annual general meeting to the shareholders of the company on the websites of Shanghai Securities News, China Securities News and Shanghai Stock Exchange. After verification, the notice specifies the time, place and content of the meeting, and explains the equity registration date of the shareholders entitled to attend the meeting, the registration method of the shareholders attending the meeting, the contact number and the name of the contact person.
The shareholders’ meeting was convened by the board of directors of the company and held in the atrium conference room on the fourth floor of Arts Group Co.Ltd(603017) podium, No. 111, Bada street, Suzhou Industrial Park from 14:00 on Friday, May 20, 2022. The meeting was presided over by the chairman of the company. The time, place and other matters of the meeting are consistent with those disclosed in the meeting notice.
The online voting time of the shareholders’ meeting is: the online voting system of Shanghai Stock Exchange is adopted for the online voting of the shareholders’ meeting, and the voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The voting time through the Internet voting platform is 9:15-15:00 on May 20, 2022. The online voting time is consistent with the content of the notice.
After verification by our lawyers, the company published the notice of the meeting 20 days before the convening of the general meeting of shareholders. The actual time, place, method and proposals considered at the meeting are consistent with the notice of the general meeting of shareholders. The convening and convening procedures of this meeting comply with the company’s laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of participants
1. Shareholders and shareholders’ representatives attending the meeting
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the examination of the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate submitted by the personnel attending the shareholders’ meeting, as well as the data provided by Shanghai Stock Exchange Information Network Co., Ltd., 17 shareholders, entrusted agents and shareholders voting through the network attended the shareholders’ meeting, representing 139389143 shares of the company, Accounting for 500473% of the total shares of the company.
2. Other persons attending the meeting
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors and other senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
The company hired lawyers to attend the shareholders’ meeting by means of video communication.
The lawyer of the firm verified that the qualifications of the convener and attendees of the general meeting of shareholders were in line with the provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The shareholders’ meeting deliberated on the proposals listed in the meeting notice item by item, and voted by combining on-site voting and online voting. The on-site voting of the general meeting of shareholders shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. After the online voting of the general meeting of shareholders, SSE Information Network Co., Ltd. provided the company with the statistical results of the online voting, and the company combined the voting results of on-site voting and online voting.
The meeting did not vote on matters not listed in the meeting notice; No proposal put on the agenda of the meeting was rejected or amended.
In order to respect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in major matters decided by the general meeting of shareholders of the company, according to the spirit of the document “opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market” (GBF [2013] No. 110) issued by the general office of the State Council, the votes of small and medium-sized investors are counted separately in this general meeting of shareholders. The standards for small and medium-sized investors shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange.
(II) the voting details of each proposal at this shareholders’ meeting are as follows:
The shareholders’ meeting considered the proposals listed in the meeting announcement item by item by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Financial statement report of 2021;
4. Financial budget report for 2022;
5. 2021 profit distribution plan;
6. 2021 annual report of independent directors;
7. Annual report 2021;
8. Proposal on the remuneration of directors and supervisors in 2021;
9. Proposal on the company’s plan to apply to the bank for comprehensive credit of no more than RMB 2 billion;
10. Proposal on the provision for asset impairment in 2021;
11. Proposal on renewing the appointment of accounting firms.
It has been verified that the number of votes passed in the deliberation of various proposals of the general meeting of shareholders complies with the provisions of laws, regulations, normative documents and the articles of association. The resolutions of the meeting are signed by the directors of the company attending the meeting. The voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations:
In conclusion, our lawyers confirm that the convening, convening procedures and voting methods of this general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. The personnel attending the meeting have legal and effective qualifications, the convener’s qualifications are legal and effective, the voting procedures and results are true, legal and effective, and the resolutions formed by this general meeting of shareholders are legal and effective.
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(there is no text on this page, which is the signature and seal page of Guohao law firm (Shanghai) on the legal opinion of Arts Group Co.Ltd(603017) 2021 annual general meeting of shareholders)
Principal: sponsor lawyer:
Li Qiang, Liu Zhonggui
Meng yingying
May 20, 2022
