Jilin Jiren ZhuoZhi law firm
About Changchun Faway Automobile Components Co.Ltd(600742)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Changchun Faway Automobile Components Co.Ltd(600742)
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 Jilin Jiren ZhuoZhi law firm (hereinafter referred to as the firm) accepts the entrustment of Changchun Faway Automobile Components Co.Ltd(600742) (hereinafter referred to as the company) in accordance with the rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (hereinafter referred to as the rules for online voting) and other laws, regulations and normative documents and the articles of Association (hereinafter referred to as the articles of association), Appoint our lawyers to attend the company’s first extraordinary general meeting in 2022 (hereinafter referred to as the general meeting) to witness and give legal opinions on the convening procedures, the qualifications of the convener and attendees, as well as the voting procedures and voting results of the meeting.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company’s general meeting of shareholders, disclose it to the public together with other information and materials that need to be announced, and bear the responsibility for the legal opinion issued according to law.
In order to issue the legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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, Adequate verification has been carried out. The company has promised the exchange that the documents and copies provided by it are true, accurate and complete without major omissions. On this basis, the handling lawyer of the firm issued the following legal opinions on the company’s general meeting of shareholders:
1、 On the convening and convening procedures of the general meeting of shareholders
The company held the 9th meeting of the 10th board of directors on January 5, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene this general meeting of shareholders. On January 6, 2022, the company published in China Securities Journal, Shanghai Securities News and the official website of Shanghai Stock Exchange: http://www.sse.com.cn. The notice of Changchun Faway Automobile Components Co.Ltd(600742) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting of shareholders) is published on the website. The notice of the general meeting of shareholders specifies the time, place, method, matters to be considered at the meeting, voting method, participation method, specific online voting procedures and other contents of the general meeting of shareholders. The company fully disclosed the contents of the proposal of the general meeting of shareholders. Of which:
1. The on-site meeting of the general meeting of shareholders was held at 14:30 on January 21, 2022 in the conference room on the third floor of the company, No. 1399, Dongfeng South Street, Changchun City, Jilin Province. The meeting was presided over by Mr. Zhang pijie, chairman of the company.
2. Online voting time of this shareholders’ meeting: the voting time through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 21, 2022; The voting time through the Internet voting platform is 9:15-15:00 on January 21, 2022.
The actual time, place and other matters of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules for general meeting of shareholders, rules for online voting and other laws, regulations, normative documents and the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of shareholders and their proxies attended the shareholders’ meeting and online voting
There are 63 people, representing 289765287 shares, accounting for 43.3053% of the total shares of the company. According to the on-site verification of our lawyers, there are 3 shareholders and shareholder agents attending the on-site meeting of the company’s general meeting of shareholders, representing 242887353 shares, accounting for 36.2994% of the total shares of the company, which are the equity registration date, i.e. after the completion of the transaction at 15:00 on January 14, 2022, Shareholders or their agents registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited.
Within the effective time, 60 shareholders and shareholder agents voted through the online voting system, representing 46877934 shares, accounting for 7.0059% of the total shares of the company. Its shareholder qualification shall be verified by Shanghai Stock Exchange Information Network Co., Ltd., which is provided by the online voting system.
Some directors, supervisors and the Secretary of the board of directors of the company attended the shareholders’ meeting, and the company’s senior managers and lawyers hired by the company attended the shareholders’ meeting as nonvoting delegates.
(II) qualification of convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. After verification by the lawyers in charge of the exchange, the above personnel are qualified to attend the general meeting of shareholders, and the qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 On the voting procedures and results of the general meeting of shareholders
The following proposals were considered at the general meeting of shareholders of the company:
1. Proposal on the company’s compliance with the conditions for non-public development of a shares
2.00 proposal on the company’s non-public development of a shares
2.01 class and par value of issued shares
2.02 issuing method and time
2.03 issuing object and subscription method
2.04 pricing base date and pricing principles
2.05 issue quantity
2.06 arrangement of restricted sales period
2.07 amount and purpose of raised funds
2.08 arrangement for undistributed profits
2.09 listing place
2.10 validity period of this non-public offering of shares resolution
3. Proposal on the company’s plan for non-public development of a shares
4. Feasibility analysis on the use of funds raised by the company’s non-public issuance of a shares
Report proposal
5. Proposal that the company does not need to prepare the report on the use of the previously raised funds
6. Proposal on signing the conditional effective share subscription agreement between the company and the subscriber
7. Proposal on related party transactions involving non-public development of A-Shares 8 Proposal on the establishment of the company’s special account for the raised funds of non-public Development Bank A shares
9. Proposal on the company’s non-public Development Bank A-share diluted immediate return, filling measures and commitments of relevant subjects
10. On the company’s shareholder return plan for the next three years (2021-2023)
Proposal
11. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of A-Shares of the company
12. Proposal on the company’s annual investment budget in 2022
13. Proposal on the company’s annual financial budget in 2022
14. Proposal on prediction of daily connected transactions of new companies in 2021
15. Proposal on estimating the company’s daily connected transactions in 2022
The shareholders attending the shareholders’ meeting voted on the above proposals listed in the notice one by one by combining on-site voting and online voting.
In accordance with the rules of the general meeting of shareholders and the articles of association, the shareholders and their proxies attending the on-site meeting voted on the spot by open ballot. The votes were counted and scrutinized according to the prescribed procedures, and the voting results were announced on the spot. The shareholders present at the meeting did not raise any objection to the voting procedures and voting results.
After the online voting of the general meeting of shareholders, SSE Information Network Co., Ltd. provided the company with the consolidated statistical on-site voting and online voting results.
Among them, the 2nd, 3rd, 4th, 6th, 7th, 11th, 14th and 15th proposals considered at the general meeting of shareholders are related party transactions. The related shareholders are Jilin Yadong state owned Capital Investment Co., Ltd., Jilin state owned assets operation and Management Co., Ltd., China FAW Group Co., Ltd., Changchun FAW Fusheng Group Co., Ltd FAW equity investment (Tianjin) Co., Ltd. avoided voting according to law, and its voting shares were not included in the total number of voting shares attending the shareholders’ meeting. The non affiliated shareholders attending the general meeting of shareholders shall vote.
The proposals considered at the general meeting of shareholders have been effectively voted by the voting rights held by the shareholders attending the meeting.
After verification by the lawyers in charge of the office, the voting procedures and voting results of the company’s general meeting of shareholders comply with the provisions of the company law, rules for general meeting of shareholders, rules for online voting and other laws, administrative regulations, normative documents and the articles of association, which are legal and effective.
4、 Concluding observations
The handling lawyer of the firm believes that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of participants, the qualifications of conveners, voting procedures and voting results comply with the provisions of the company law, rules for general meetings of shareholders, rules for online voting and other laws, administrative regulations, normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
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