Beijing Tianyuan law firm
About Wuxi Smart Auto-Control Engineering Co.Ltd(002877)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 026 to: Wuxi Smart Auto-Control Engineering Co.Ltd(002877)
Wuxi Smart Auto-Control Engineering Co.Ltd(002877) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) was held by combining on-site voting and online voting. The on-site meeting was held at conference room 101, No. 258, Xida Road, Xinwu District, Wuxi City at 14:00 on January 20, 2022 (Thursday). Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and assigned its lawyers to participate in the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Wuxi Smart Auto-Control Engineering Co.Ltd(002877) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the announcement on the resolution of the sixth meeting of the Fourth Board of directors of Wuxi Smart Auto-Control Engineering Co.Ltd(002877) , the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice on convening the general meeting of shareholders”) and other documents and materials deemed necessary by our lawyers, as well as the identity and qualification of shareholders attending the on-site meeting Witnessed the convening of the general meeting of shareholders and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders. 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 (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document of the announcement of the general meeting of shareholders, submit it to Shenzhen stock exchange together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued according to law. The lawyers of the firm have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
The Fourth Board of directors of the company held the sixth meeting on January 3, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on January 4, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders began at 14:00 on Thursday, January 20, 2022 in conference room 101, No. 258, Xida Road, Xinwu District, Wuxi City. It was presided over by chairman Shen Jianbiao and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 20, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 20, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 11 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 227279674 voting shares of the company, accounting for 68.3492% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, 11 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 227279674 voting shares of the company, accounting for 68.3492% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 0 shareholders participated in the online voting of the general meeting of shareholders, holding 0 voting shares of the company, accounting for 0.0000% of the total shares of the company. There are 0 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) who individually or jointly hold more than 5% of the company’s shares (hereinafter referred to as “small and medium-sized investors”), representing 0 shares with voting rights on behalf of the company, accounting for 0.0000% of the total shares of the company.
In addition to the above shareholders and shareholder representatives of the company, some directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and senior managers attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided to the company by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
（1） Proposal on nominating Zhang Na as a candidate for independent director
Voting: 227279674 shares were approved, accounting for 100.0000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree to 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the number of valid voting shares held by small and medium-sized investors attending the meeting; The total number of shares abstained was 0, accounting for 0.0000% of the number of valid voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe 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 qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of 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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