Beijing Jiayuan law firm
About Beijing Wkw Automotive Parts Co.Ltd(002662)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
2002
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
Beijing Jiayuan law firm
About Beijing Wkw Automotive Parts Co.Ltd(002662)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jiayuan (2022) – 04-051 to: Beijing Wkw Automotive Parts Co.Ltd(002662)
Beijing Jiayuan law firm (hereinafter referred to as “the firm”) accepted the entrustment of Beijing Wkw Automotive Parts Co.Ltd(002662) (hereinafter referred to as “the company”) and appointed lawyers Huang Guobao and Guo Guangwen to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) for lawyer witness to supervise the procedural legitimacy of the general meeting of shareholders. This legal opinion is issued 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 Beijing Wkw Automotive Parts Co.Ltd(002662) articles of Association (hereinafter referred to as the “articles of association”) and other normative documents.
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 issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
1、 The convening and convening of this general meeting of shareholders is legal and effective
The lawyer of the firm examined the notice of the general meeting of shareholders issued by the board of directors of the company, and the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company was on cninfo.com on January 13, 2022（ http://www.cn.info.com.cn. ）The notice of convening the general meeting of shareholders was issued on the, and the announcement informed the shareholders of the company to convene the general meeting of shareholders by combining on-site voting and online voting on January 28, 2022. The on-site meeting of the general meeting of shareholders was held at 14:00 on January 28, 2022 in the conference room of the company on the 19th floor, block s, Xingchuang International Center, Xihongmen Town, Daxing District, Beijing. The meeting was presided over by Chairman Li Jingyu; The voting time through the voting platform of the trading system of Shenzhen stock exchange is 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on January 28, 2022
The voting time of the Internet voting system of Shenzhen stock exchange is any time from 9:15 on January 28, 2022 to 15:00 on January 28, 2022.
Accordingly, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents.
2、 The qualification of the personnel attending the general meeting of shareholders is legal and valid
(I) according to the register of shareholders of the company registered after the closing of trading on the afternoon of January 25, 2022 provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, our lawyers reviewed the identity documents and authorization documents of the shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, It is confirmed that there are 2 Shareholders (or shareholders’ agents) attending the meeting, holding 457023576 shares of the company, accounting for 30.4682% of the total voting shares of the company.
(II) the qualification of shareholders attending the general meeting of shareholders by online voting is verified by the online voting system provider Shenzhen Securities Information Co., Ltd. according to the data provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders who vote effectively through online voting, with 687426 representative shares, accounting for 0.0458% of the total shares of the company. (III) the overall situation of the small and medium-sized investors attending the general meeting of shareholders (referring to other shareholders except the directors, supervisors, senior managers of the listed company and the shareholders who individually or jointly hold more than 5% of the shares of the listed company, the same below) is as follows: 9 shareholders voted on the spot and online, representing 1711002 shares, accounting for 0.1141% of the total shares of the company. Among them, one shareholder passed the on-site voting, representing 1023576 shares, accounting for 0.0682% of the total shares of the company; Eight shareholders voted online, representing 687426 shares, accounting for 0.0458% of the total shares of the company.
(IV) some directors, supervisors and senior managers of the company also attended the on-site meeting of the general meeting of shareholders. Our lawyers attended and witnessed the shareholders’ meeting.
Accordingly, our lawyers believe that the qualification of the personnel attending the general meeting of shareholders of the company is legal and valid.
3、 The voting procedure of this general meeting of shareholders is legal and effective
(I) attendance at the meeting
The total number of voting shares represented by shareholders (or shareholders’ agents) attending the general meeting of shareholders is 457711002 shares, accounting for 30.5141% of the total share capital of the company of 150 million shares. Among them, there were 2 shareholders, shareholder representatives and entrusted agents attending the on-site meeting, with 457023576 representative shares, accounting for 30.4682% of the total shares of the listed company; A total of 8 shareholders voted effectively through online voting, representing 687426 shares, accounting for 0.0458% of the total shares of the listed company. The exchange believes that the voting shares held by the shareholders participating in the voting of the general meeting of shareholders meet the requirements of the law.
(II) scrutineers and tellers
According to the vote counting scheme of the on-site meeting of the general meeting of shareholders, the votes of each deliberated matter shall be counted by the shareholder representatives, supervisors and lawyers of the exchange, and the chairman of the meeting shall announce the voting results.
(III) voting method
The general meeting of shareholders adopts a combination of on-site open voting and online voting. The shareholders (or their proxies) attending the on-site meeting voted on the proposal included in the agenda of the shareholders’ meeting, and did not put it aside or refuse to vote for any reason.
(IV) proposals and voting results of this meeting
One proposal of the general meeting of shareholders was put forward by the board of directors of the company, and the proposal procedure complies with the provisions of the company law and other relevant laws and regulations and the articles of association. The voting details of this shareholders’ meeting are as follows:
1. Proposal Name: proposal on changing the registered address of the company and amending the articles of Association
Agree against abstention
Types of shareholders
Proportion of shares (%) proportion of shares (%) proportion of shares (%)
A shares 457673602 99.9918 37400 0.0082 0
The separate vote counting results of small and medium-sized investors in this proposal are as follows:
Agree against abstention
Proportion of shares (%) proportion of shares (%) proportion of shares (%)
1,673,602 97.8141 37,400 2.1859 0 0
According to the statistics of on-site and online voting results, the proposal of the general meeting of shareholders was passed.
Accordingly, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents, and the voting results are legal and valid.
4、 Concluding observations
Based on the above review, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents; The qualification of the personnel attending the general meeting of shareholders of the company is legal and valid; The voting procedures of the general meeting of shareholders of the company comply with the company law, the articles of association and other normative documents; The voting result of this general meeting of shareholders is legal and valid.
This legal opinion is made in two originals and two copies.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders in Beijing Wkw Automotive Parts Co.Ltd(002662) 2022)
Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Huang Guobao
Guo Guangwen
specific date
