| Time: 2024-08-07 19:05:59 China Finance Online |
Original Title: Canaan Intelligent: Legal Opinion of Beijing Yonghang Law Firm on the Second Extraordinary General Meeting of Shareholders of Ningbo Canaan Intelligent Electric Co., Ltd. in 2024
Beijing Yonghang Law Firm
On Ningbo Canaan Intelligent Electric Co., Ltd.
Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2024
Beijing Yonghang Law Firm
On Ningbo Canaan Intelligent Electric Co., Ltd.
Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2024
To: Ningbo Canaan Intelligent Electric Co., Ltd.
In accordance with the “Securities Law of the People’s Republic of China”, the “Company Law of the People’s Republic of China (2023 Revision)” (hereinafter referred to as “Company Law”), the “Rules for General Meetings of Shareholders of Listed Companies (2022 Revision)” (China Securities Regulatory Commission Announcement [2022] No. 13, hereinafter referred to as “Shareholder Meeting Rules”), and the “Regulations on the Management of Securities Legal Businesses by Law Firms (2023 Revision)” (Order No. 233 of the China Securities Regulatory Commission and the Ministry of Justice, hereinafter referred to as “Securities Legal Business Management Regulations”), as well as the provisions of the “Articles of Association of Ningbo Canaan Intelligent Electric Co., Ltd.” (hereinafter referred to as “Articles of Association”), Beijing Yonghang Law Firm (hereinafter referred to as “this firm”) appointed lawyers to attend Ningbo Canaan Intelligent Electric Co., Ltd. (hereinafter referred to as “Canaan Intelligent“) 2024 Second Extraordinary General Meeting of Shareholders (hereinafter referred to as “this Shareholder Meeting”), and issued this legal opinion.
The lawyers of this firm have verified and confirmed the authenticity and legality of this Shareholder Meeting in accordance with the requirements of the “Shareholder Meeting Rules” (hereinafter referred to as “Verification”), and have expressed legal opinions. There are no false records, misleading statements, or significant omissions in this legal opinion; otherwise, the lawyers of this firm will bear corresponding legal responsibilities.
This legal opinion is solely for the purpose of this Shareholder Meeting. The lawyers of this firm agree to announce this legal opinion along with other information disclosure materials of this Shareholder Meeting and bear corresponding responsibilities according to law.
The lawyers of this firm have conducted verification according to Article 22 of the “Securities Legal Business Management Regulations” and Article 5 of the “Shareholder Meeting Rules”, following the recognized business standards, ethical norms, and diligent responsibility spirit within the legal profession, regarding the relevant documents and related facts of this Shareholder Meeting. The legal opinions are as follows:
1. The convening and convening procedures of this Shareholder Meeting
(1) Convening of this Shareholder Meeting
Upon verification, it is confirmed that this Shareholder Meeting was convened by the decision of the 12th meeting of the 3rd Board of Directors of Canaan Intelligent held on July 22, 2024. On July 23, 2024, the Board of Directors of Canaan Intelligent published the “Announcement of the Resolutions of the 12th Meeting of the 3rd Board of Directors of Ningbo Canaan Intelligent Electric Co., Ltd.” and “Notice on Holding the Second Extraordinary General Meeting of Shareholders of Ningbo Canaan Intelligent Electric Co., Ltd. in 2024″ on the information disclosure media designated by the China Securities Regulatory Commission.
The above announcements specified the time and place of this Shareholder Meeting, indicated that shareholders have the right to attend the Shareholder Meeting in person or by proxy and exercise their voting rights, provided the voting methods, the record date for eligible shareholders, registration methods for attendees, contact addresses, and contact persons, etc. Meanwhile, the announcements listed the matters for deliberation at this Shareholder Meeting and fully disclosed relevant proposals.
(2) Holding of this Shareholder Meeting
This Shareholder Meeting was held in a combination of on-site voting and online voting.
The on-site meeting of this Shareholder Meeting was held at 14:30 on August 7, 2024 (Wednesday) in the company conference room at 315 Kaiyuan Road, Cixi City, Zhejiang Province, presided over by Chairman Mr. Zhang Enyou.
Canaan Intelligent provided an online voting platform for all shareholders through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange internet system (http://wltp.cninfo.com.cn), where the time for online voting through the Shenzhen Stock Exchange trading system was from 09:15 to 09:25 and from 09:30 to 11:30 and from 13:00 to 15:00 on August 7, 2024; the specific online voting time through the Shenzhen Stock Exchange internet voting system was any time from 09:15 to 15:00 on August 7, 2024.
Upon verification, the Board of Directors of Canaan Intelligent has convened this Shareholder Meeting in accordance with the relevant provisions of the “Company Law”, “Shareholder Meeting Rules”, and other relevant laws, regulations, and normative documents as well as the Articles of Association, and has fully disclosed the content of the proposals deliberated at this Shareholder Meeting. The time, place, and content of this Shareholder Meeting are consistent with those stated in the meeting notice.
The lawyers of this firm believe that the qualifications of the convener for this Shareholder Meeting are legal and valid; the convening and holding procedures of this Shareholder Meeting comply with the relevant laws, regulations, normative documents, and the provisions of the Articles of Association.
2. Qualifications of the convener and participants of this Shareholder Meeting
(1) Qualification of the convener
The convener of this Shareholder Meeting is the Board of Directors of the company.
(2) Qualification of participants in this Shareholder Meeting
1. This Shareholder Meeting was held in the form of an on-site meeting combined with online voting. The attendance at the on-site meeting and participation in online voting is as follows:
(1) A total of 4 shareholders or their proxies attended the on-site meeting, representing 108,021,800 shares with voting rights, accounting for 55.6275% of the total voting rights of Canaan Intelligent.
(2) During the online voting period determined for this Shareholder Meeting, a total of 74 shareholders participated in the voting through online voting, representing 367,023 shares with voting rights, accounting for 0.1890% of the total voting rights of Canaan Intelligent.
In total, the shareholders or their proxies attending the on-site meeting and participating in online voting amounted to 78, representing 108,388,823 shares with voting rights, accounting for 55.8165% of the total voting rights of Canaan Intelligent.
2. Directors, supervisors, and senior management of Canaan Intelligent, as well as the lawyers from this firm, attended or were present at this Shareholder Meeting in person or via video.
Upon verification, the lawyers of this firm believe that the qualifications of the convener and participants in this Shareholder Meeting comply with the relevant laws, regulations, normative documents, and the Articles of Association, and are legal and valid.
3. Voting procedures and results of this Shareholder Meeting
The matters to be deliberated and voted on at this Shareholder Meeting are the proposals listed in the meeting notice announced by Canaan Intelligent, and voting was conducted in a combination of on-site and online voting. The on-site meeting completed all agenda items and voted in writing, with the counting of votes and the supervision of voting conducted according to the procedures specified in the Articles of Association; online voting was conducted through the online voting system during the time period specified in the meeting notice. After the completion of both the on-site and online voting, the company consolidated and counted the voting results from both methods, and the voting results are as follows: Approval of the proposal on “Resignation of Independent Directors and Election of New Independent Directors for the Third Board of Directors”. This proposal was voted on item by item using cumulative voting methods, and the specific voting results are as follows:
1.01. Election of Mr. Huang Chunlong as an Independent Director of the Third Board of Directors
Voting results: 108,042,288 votes in favor, among which small and medium-sized shareholders voted 20,688 votes in favor; according to the voting results, Huang Chunlong was elected as an Independent Director of the Third Board of Directors.
1.02. Election of Mr. Hao Weimin as an Independent Director of the Third Board of Directors
Voting results: 108,039,942 votes in favor, among which small and medium-sized shareholders voted 18,342 votes in favor.
According to the voting results, Hao Weimin was elected as an Independent Director of the Third Board of Directors.
1.03. Election of Mr. Pang He as an Independent Director of the Third Board of Directors
Voting results: 108,039,987 votes in favor, among which small and medium-sized shareholders voted 18,387 votes in favor.
According to the voting results, Pang He was elected as an Independent Director of the Third Board of Directors.
Upon verification, the lawyers of this firm believe that the voting procedures and results of this Shareholder Meeting comply with the relevant laws, regulations, normative documents, and the Articles of Association, and that the voting procedures and results are legal and valid.
4. Conclusion
In summary, the lawyers of this firm believe that the convening and holding procedures of this Shareholder Meeting comply with the relevant laws, regulations, normative documents, and the Articles of Association; the qualifications of the convener and participants of this Shareholder Meeting are legal and valid; the voting procedures of this Shareholder Meeting comply with the relevant laws, regulations, normative documents, and the Articles of Association, and the voting results are legal and valid.
This legal opinion is made in triplicate and becomes effective upon signature by the lawyers of this firm and the stamp of this firm.
(This page has no text, and it is the signature page of the “Legal Opinion of Beijing Yonghang Law Firm on the Second Extraordinary General Meeting of Shareholders of Ningbo Canaan Intelligent Electric Co., Ltd. in 2024.”)
Beijing Yonghang Law Firm Person in Charge: Chen Guangyao
Handling Lawyers:
Yang Yiming
Li Shahui
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