Beijing Jindu law firm Shanghai Branch
About Huada Automotive Technology Corp.Ltd(603358)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Huada Automotive Technology Corp.Ltd(603358)
Beijing Jindu law firm Shanghai Branch (hereinafter referred to as “the office”) accepts the entrustment of Huada Automotive Technology Corp.Ltd(603358) (hereinafter referred to as “the company”), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and 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 (revised in 2022) (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as “China” for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) According to the regulations, normative documents and relevant provisions of the current effective articles of association, a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 18, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The current effective articles of association of the company (hereinafter referred to as “articles of association”);
2. The notice of the company on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) published on cninfo.com and the website of Shanghai Stock Exchange on December 31, 2021;
3. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
4. Registration records and voucher materials of shareholders attending the on-site meeting;
6. The proposal of the company’s general meeting of shareholders and the announcement and other documents related to the contents of relevant proposals;
7. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 29, 2021, the 24th Meeting of the third board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 18, 2022.
On December 31, 2021, the company published the notice of shareholders’ meeting on cninfo.com and the website of Shanghai Stock Exchange in the form of announcement.
(II) convening of the general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the conference room of the company at No. 51, Jiangping Road, Jingjiang City, Jiangsu Province on January 18, 2022. The on-site meeting was presided over by the chairman of the company.
3. The time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 18, 2022; The time of voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00 on the date of the general meeting of shareholders.
After verification by our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of shareholders attending the shareholders’ meeting, the certificate of legal representative of shareholders, identity certificate, power of attorney and other relevant materials, and confirmed that there were 4 shareholders and shareholders’ agents attending the company’s shareholders’ meeting, representing 298741427 voting shares, Accounting for 68.0442% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by the company, a total of 1 shareholder participated in the online voting of the general meeting of shareholders, representing 19600 voting shares, accounting for 0.0045% of the total voting shares of the company.
Among the above shareholders attending the meeting, shareholders other than directors, supervisors, senior managers and shareholders individually or jointly holding more than 5% of the shares of the company (hereinafter referred to as “small and medium-sized investors”) represent 19600 voting shares, accounting for 0.0045% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the shareholders’ meeting is 5, representing 298761027 voting shares, accounting for 68.0487% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the on-site meeting of the general meeting of shareholders also included some directors, supervisors and Secretary of the board of directors of the company, lawyers of the firm, company managers and other senior managers attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no amendment to the original proposal or addition of new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm. 3. Shareholders participating in online voting exercised their voting rights through the trading system of Shanghai Stock Exchange or the Internet voting system within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on Amending the articles of association are as follows:
298741427 shares were approved, accounting for 99.9934% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19600 dissenting shares, accounting for 0.0066% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting.
The above proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and the number of votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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