25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, High -tech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 28 62088000 Fax: + 86 28 6208 8111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
Legal opinion on the first extraordinary general meeting of shareholders in Sichuan Jiuzhou Electronic Co.Ltd(000801) 2022
To: Sichuan Jiuzhou Electronic Co.Ltd(000801)
Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as “Zhonglun”) has accepted the entrustment of Sichuan Jiuzhou Electronic Co.Ltd(000801) (hereinafter referred to as “the company”), 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”) In accordance with the provisions of laws, administrative regulations, departmental rules, normative documents such as 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 the current effective articles of association of Sichuan Jiuzhou Electronic Co.Ltd(000801) (hereinafter referred to as the “articles of association”), lawyers were appointed to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the “general meeting of shareholders”), And issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, Zhonglun lawyer reviewed the relevant documents provided by the company, including but not limited to:
1. Articles of Association;
2. Notice of Sichuan Jiuzhou Electronic Co.Ltd(000801) on convening the first extraordinary general meeting of shareholders in 2022;
3. Announcement of Sichuan Jiuzhou Electronic Co.Ltd(000801) on adding non independent directors;
4. Announcement of Sichuan Jiuzhou Electronic Co.Ltd(000801) on purchasing liability insurance for the company and its directors, supervisors and senior managers;
5. Announcement on Sichuan Jiuzhou Electronic Co.Ltd(000801) 2022 annual forecast of daily connected transactions;
6. Sichuan Jiuzhou Electronic Co.Ltd(000801) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022;
7. Registration records and certificate materials of shareholders attending the shareholders’ meeting on site;
8. Documents of the general meeting of shareholders.
The company has assured Zhonglun that the originals and copies of all documents provided by the company are true and complete, and the company has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to Zhonglun without any concealment or omission.
Zhonglun 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 Zhonglun, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Zhonglun lawyer has verified and witnessed the convening and convening of the general meeting of shareholders and the relevant documents and matters provided by the company. Now, he gives the following opinions on the relevant legal matters involved in the general meeting of shareholders:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
As the convener, the board of directors of the company announced the notice of Sichuan Jiuzhou Electronic Co.Ltd(000801) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) on cninfo website and securities times on January 4, 2022. The notice of the meeting specifies the convener of the general meeting of shareholders, the time of the meeting, the method of the meeting, the date of equity registration, the participants, the place of the on-site meeting, the matters to be considered at the meeting, the matters to be registered at the meeting, the specific operation process of participating in online voting, etc. Before the shareholders’ meeting, the board of directors of the company published Sichuan Jiuzhou Electronic Co.Ltd(000801) suggestive announcement on convening the first extraordinary shareholders’ meeting in 2022 on cninfo website and securities times on January 17, 2022. Zhonglun lawyer believes that the convening of the general meeting of shareholders is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) convening of the general meeting of shareholders
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 at 14:30 on January 20, 2022 in conference room Sichuan Jiuzhou Electronic Co.Ltd(000801) No. 259, Jiuzhou Avenue, Mianyang City, Sichuan Province. It was presided over by director Yuan Hong jointly elected by more than half of the directors. The time, place and other matters of the meeting were the same as those disclosed in the meeting notice.
The shareholders’ meeting also conducted online voting in accordance with the time and procedures determined in the meeting notice. The online voting time is: (1) 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 the stock trading day of Shenzhen Stock Exchange on January 20, 2022; (2) The specific time for voting through the Internet of Shenzhen stock exchange is any time from 9:15 on January 20, 2022 to 15:00 on January 20, 2022.
Lawyer Zhonglun believes that the convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) the convener of this general meeting of shareholders is the board of directors of the company.
(II) shareholders and their agents
The equity registration date of this shareholders’ meeting is January 13, 2022. According to the verification of Zhonglun lawyer, there are 3 shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, representing 495552908 shares with voting rights.
According to the data provided by Shenzhen Securities Information Co., Ltd. provided by the company, 11 shareholders voted effectively through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, representing 12930216 voting shares. The qualification of such shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
(III) other persons present or attending as nonvoting delegates
In addition to shareholders and shareholders’ agents, other personnel attending or attending the on-site meeting of the general meeting of shareholders include some directors, supervisors, Secretary of the board of directors, senior managers and two witness lawyers hired by the company.
Zhonglun lawyer believes that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
Zhonglun lawyer witnessed that the general meeting of shareholders adopted a combination of on-site open voting and online voting, and monitored and counted votes in accordance with laws, regulations and the articles of association. Shenzhen Securities Information Co., Ltd. provided online voting results. According to the combined statistics of on-site meeting voting and online voting, the voting of the proposals of the general meeting of shareholders is as follows:
(I) deliberated and adopted the proposal on adding non independent directors
The voting of the proposal is as follows: 508370224 shares were approved, accounting for 99.9778% of the total voting shares attending the general meeting of shareholders; Against 112900 shares, accounting for 0.0222% of the total voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders is: 14647316 shares are agreed, accounting for 99.2351% of the shares held by minority shareholders attending the meeting; Against 112900 shares, accounting for 0.7649% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The voting result of the proposal is: passed.
(II) the proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers was deliberated and adopted
The voting of the proposal is as follows: 508304224 shares were approved, accounting for 99.9648% of the total voting shares attending the general meeting of shareholders; Against 178900 shares, accounting for 0.0352% of the total voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 14581316 shares were approved, accounting for 98.7880% of the shares held by minority shareholders attending the meeting; Against 178900 shares, accounting for 1.2120% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The voting result of the proposal is: passed.
(III) deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022
The voting of the proposal is as follows: 14581316 shares were approved, accounting for 98.7880% of the total voting shares attending the general meeting of shareholders; Against 112900 shares, accounting for 0.7649% of the total voting shares attending the general meeting of shareholders; 66000 shares abstained, accounting for 0.4471% of the total voting shares attending the general meeting of shareholders. Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. and Mianyang Jiuhua Investment Management Center (limited partnership), as affiliated shareholders, avoided voting on the proposal.
Among them, the voting of minority shareholders: 14581316 shares were approved, accounting for 98.7880% of the shares held by minority shareholders attending the meeting; Against 112900 shares, accounting for 0.7649% of the shares held by minority shareholders attending the meeting; 66000 shares were abstained, accounting for 0.4471% of the shares held by minority shareholders attending the meeting.
The proposal was approved by more than half of the total voting shares of non affiliated shareholders (including shareholder agents) attending the general meeting of shareholders, and the proposal was passed.
Zhonglun lawyer believes that the voting procedures and results of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, lawyer Zhonglun believes that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualifications of the convener and the attendees are legal and valid; The voting procedures and results are legal and valid. (the following is the signature and seal page of this legal opinion, without text)
(this page is the signature and seal page of the legal opinion of Beijing Zhonglun (Chengdu) law firm on the first extraordinary general meeting of shareholders in Sichuan Jiuzhou Electronic Co.Ltd(000801) 2022, without text)
Beijing Zhonglun (Chengdu) law firm
Person in charge: Handling lawyer:
Fan bin, Wang Cheng
Handling lawyer:
He Chunxi
Handling lawyer:
Wang Maoye
January 20, 2022
