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2022-08-11
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The legal opinion of qualified candidates required by the organization in the 2018 first extraordinary general meeting of Yuhuan CNC Machine Tool Co., Ltd. in August 2018 to: Hunan Qiyuan law firm of Yuhuan CNC Machine Tool Co., Ltd. (hereinafter referred to as "the firm") accepts the entrustment of Yuhuan CNC Machine Tool Co., Ltd. (hereinafter referred to as "the company"), Attorneys were appointed to attend the first extraordinary general meeting of the company in 2018 (hereinafter referred to as "this general meeting"), to witness the convening and convening procedures of this general meeting, the qualifications of the attendees and conveners, the voting procedures and the validity of the voting results, and to express this legal opinion

the lawyers of this firm, 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"), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as "the rules of the general meeting of shareholders") and other current laws and regulations of China This legal opinion is issued in accordance with the relevant provisions of the normative documents and the articles of association of Yuhuan CNC Machine Tool Co., Ltd. (hereinafter referred to as the "articles of association")

our lawyers declare as follows:

(I) our lawyers have strictly performed their legal duties according to the facts that have occurred or existed before the date of issuance of this legal opinion, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records Misleading statements or major omissions, and bear the corresponding legal responsibilities

(II) the legal opinion issued by our lawyer is based on the company's commitment that the originals of all documents provided to our lawyer and the copies checked by our lawyer to be consistent with the originals are true, complete and reliable, without concealment, falsehood or major omissions

(III) our lawyer has not authorized any unit or individual to make any explanation or explanation to this legal opinion

in order to express this legal opinion, our lawyers examined the following information provided by the company according to law:

1. Announcements related to the shareholders' meeting published in the media newspapers designated by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and cninfo ()

2. Identity certificates, shareholding certificates, power of attorney, etc. of shareholders or their agents attending the meeting

3. The register of shareholders of the company on the equity registration date of the general meeting of shareholders, the registration records of shareholders attending the on-site meeting and relevant materials

4. Meeting documents and voting materials of this general meeting of shareholders

in view of this, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued the following legal opinions on this general meeting of shareholders:

I. the convening and convening procedures of this general meeting of shareholders

1. July 27, 2018, At the 12th meeting of the second board of directors of the company, the proposal on the proposal to convene the first extraordinary general meeting of the company in 2018 for the cleaning and protection of places where there are dead corners was reviewed and approved, and it was decided to convene this general meeting of shareholders

after inspection, the general meeting of shareholders was convened by the board of directors of the company. On July 30, 2018, the board of directors of the company announced the notice on the convening of the general meeting of shareholders on the media newspapers designated by the China Securities Regulatory Commission and the cninfo website (), which announced the time, place, method, proposal content, equity registration measures and other matters of the meeting

2. This general meeting of shareholders 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 p.m. on Wednesday, August 15, 2018 in the conference room on the third floor of Ramada Plaza Hotel, No. 9 Da'an Road, Yongan high tech Zone, Liuyang, Changsha. The meeting was presided over by Chairman Xu Shixiong

the online voting time of this general meeting through the trading system of Shenzhen stock exchange is 9:30 a.m. and 13:00 p.m. on August 15, 2018. The online voting time through the Internet voting system of Shenzhen stock exchange is 15:00 on August 14, 2018, and the end time is 15:00 on August 15, 2018. All shareholders can exercise their voting rights through the trading system or the Internet voting system of Shenzhen stock exchange during the online voting time

the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents, as well as the articles of association

II. Qualification of attendees and convener of the meeting

1. On site meeting

after inspection, a total of 8 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders, all of whom were registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on the equity registration date determined by the board of directors of the company or their legally authorized entrusted agents, holding a total of 90937800 voting shares, Accounting for 60.6252% of the total shares of the voting company (150 million shares) on the equity registration date of this general meeting

after inspection, in addition to the above shareholders and shareholder agents, some directors, supervisors, other senior managers and lawyers of the company who are currently in office also attended/attended the general meeting. These persons have the qualifications to attend/attend the meeting as prescribed by laws, regulations and the articles of association

the exchange believes that the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders are legal and valid

2. Online voting

according to the statistical results provided by Shenzhen Securities Information Co., Ltd., a total of 1 shareholder participated in this general meeting by online voting, holding a total of 9800 voting shares of the company, accounting for 0.0065% of the total voting shares of the company on the equity registration date of this general meeting (150 million shares)

the qualification of shareholders voting through the online voting system has been verified by the identity verification institution

3. Qualification of the convener of the meeting

this general meeting of shareholders is convened by the board of directors of the company

the bourse believes that the qualification of the convener of this general meeting of shareholders is legal and valid

III. The situation of the interim proposal of the general meeting of shareholders

after inspection, there was no increase in the interim proposal of the general meeting of shareholders

IV. voting procedures and voting results of the general meeting of shareholders

1. The on-site meeting

was verified, and the on-site meeting of the general meeting of shareholders adopted the method of on-site open voting. Before the general meeting of shareholders voted on the proposal, two shareholder representatives were elected to participate in vote counting and scrutinizing. The shareholders present at the meeting and their proxies deliberated and voted on the proposals included in the agenda of the general meeting of shareholders. After the voting, the shareholders' representatives and the supervisors' representatives elected by the meeting and the lawyers of the firm are jointly responsible for counting and supervising the votes. The host of the meeting announced the on-site voting and results

2. Network voting

after the network voting, Shenzhen Securities Information Co., Ltd. provided the company with the network voting results of the general meeting of shareholders

3. Voting results

in the witness of our lawyers, the representatives of shareholders and supervisors of the company together, on the basis of the on-site voting and online voting results of the consolidated statistical proposal, determined the final voting results of the proposal, as follows:

(1) the proposal on changing the registered capital of the company, amending the articles of association and handling the registration of changes in industry and commerce was reviewed and approved.

voting: 90937800 shares were agreed, 99.9892% of the shares held by all shareholders attending the meeting; Oppose 9800 shares, accounting for 0.0108% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting

among them, the voting of minority shareholders: 10875300 shares were agreed, accounting for 99.9100% of the shares held by minority shareholders attending the meeting; 9800 shares were opposed, accounting for 0.0900% of the shares held by minority shareholders with the increase of solid solution temperature in the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by minority shareholders attending the meeting

(2) the proposal on continuing to use part of the raised funds for cash management was reviewed and passed. Voting: 90937800 shares were agreed, accounting for 99.9892% of the shares held by all shareholders attending the meeting; Against 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting; 9800 shares were abstained (including 9800 shares by default due to non voting), accounting for 0.0108% of the shares held by all shareholders attending the meeting

among them, the voting of minority shareholders: 10875300 shares were agreed, accounting for 99.9100% of the shares held by minority shareholders attending the meeting; Against 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting; 9800 shares were abstained (including 9800 shares by default due to non voting), accounting for 0.0900% of the shares held by minority shareholders attending the meeting

(3) the proposal on continuing to use some idle self owned funds for cash management was reviewed and passed.

voting: 90937800 shares were agreed, and the 24 digit high-precision low noise high-speed AD converter accounted for 99.9892% of the shares held by all shareholders attending the meeting; Against 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting; 9800 shares were abstained (including 9800 shares by default due to non voting), accounting for 0.0108% of the shares held by all shareholders attending the meeting

among them, the voting of minority shareholders: 10875300 shares were agreed, accounting for 99.9100% of the shares held by minority shareholders attending the meeting; Against 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting; 9800 shares were abstained (including 9800 shares by default due to non voting), accounting for 0.0900% of the shares held by minority shareholders attending the meeting

the exchange believes that the voting procedures and results of this general meeting of shareholders are legal and valid

v. concluding comments

to sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for general meetings of shareholders and other laws, regulations, normative documents, as well as the articles of Association; The qualifications of the attendees and the convener of this general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid

Hunan Qiyuan law firm

(seal)

principal: Ding Shaobo handling lawyer: Zou Bang

handling lawyer: Xu Ying

August 15, 2018

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