Notice of Beijing Zhonglun law firm on the second extraordinary general meeting of shareholders in Beiqi Foton Motor Co.Ltd(600166) 2022
Legal opinion
February, 2002
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Beiqi Foton Motor Co.Ltd(600166)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Beiqi Foton Motor Co.Ltd(600166)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") has accepted the entrustment of Beiqi Foton Motor Co.Ltd(600166) (hereinafter referred to as "the company") to appoint Lawyer Zhang Yunong and lawyer Shi Yao (hereinafter referred to as "the firm") to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), witness the general meeting of shareholders and give legal opinions on its legitimacy.
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), and the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission Relevant laws and normative documents such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (revised in 2015) (hereinafter referred to as the "detailed rules for the implementation of online voting at the general meeting of shareholders"), as well as the Beiqi Foton Motor Co.Ltd(600166) articles of Association (hereinafter referred to as the "articles of association") According to the rules of procedure of the Beiqi Foton Motor Co.Ltd(600166) general meeting of shareholders (hereinafter referred to as the "rules of procedure of the general meeting of shareholders"), our lawyer issued this legal opinion for the general meeting. This legal opinion is only used for the purpose of legality of relevant matters of the company's shareholders' meeting, and shall not be used for any other purpose.
In order to issue this legal opinion, our lawyer reviewed the following information provided by the company for this shareholders' meeting: 1 Announcement of Beiqi Foton Motor Co.Ltd(600166) the resolution of the board of directors on the adjustment of the chairman of the board of directors and some directors and senior executives of the company;
2. Beiqi Foton Motor Co.Ltd(600166) notice on convening the second extraordinary general meeting of shareholders in 2022;
3. Materials of the Beiqi Foton Motor Co.Ltd(600166) 2022 second extraordinary general meeting of shareholders; 4. Beiqi Foton Motor Co.Ltd(600166) announcement on the second notice of convening the second extraordinary general meeting of shareholders in 2022;
5. Shareholders' registration records and certificate materials of the company's general meeting of shareholders.
The legal opinion issued by our lawyer is based on the fact that all the original documents, copies and materials provided by the company to our lawyer are true, accurate, complete and effective, without false records, misleading statements or major omissions, the seals and signatures of relevant documents are true and effective, and the relevant copies, copies and other materials are consistent with the original or original materials.
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 the opinion of this law, the firm and its specific 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.
The lawyers of our firm now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. On January 11, 2022, the company sent the proposal on convening the second extraordinary general meeting of shareholders in 2022 and other proposals to all directors by e-mail and personal delivery. The company has 11 directors in total. As of January 18, 2022, the board of directors deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 with 11 affirmative votes, 0 negative votes and 0 abstention votes.
2. On January 19, 2022, the board of directors of the company announced the notice of Beiqi Foton Motor Co.Ltd(600166) on convening the second extraordinary general meeting of shareholders in 2022 on China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange, which discussed the type and session of the general meeting, Convener, voting method, date, time and place of the on-site meeting, The system, starting and ending date and voting time of online voting, margin trading, refinancing, agreed repurchase business account and voting procedures of Shanghai Stock connect investors, involving public solicitation of shareholders' voting rights, matters to be considered at the meeting, matters needing attention for voting at the general meeting of shareholders, participants of the meeting, meeting registration methods and other matters shall be announced and notified to all shareholders.
3. On January 26, 2022, the board of directors of the company announced the meeting materials of the second extraordinary general meeting of shareholders in Beiqi Foton Motor Co.Ltd(600166) 2022 on the website of Shanghai Stock Exchange.
4. Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 11:30 a.m. on February 9, 2022 in conference room 106 of the headquarters of the company, Shayang Road, Shahe Town, Changping District, Beijing (due to the epidemic prevention and control period, in accordance with the relevant requirements of the Beijing Municipal People's government, in order to prevent the gathering and concentration of personnel, the meeting was held on site in combination with remote video), Chairman Chang Rui presided over the shareholders' meeting. The time, place and deliberation items of the on-site meeting are consistent with those listed in the notice. The online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted. The time of online voting through the voting platform of the trading system is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 9, 2022; The voting time through the Internet voting platform is 9:15-15:00 on February 9, 2022. The time, place, method and deliberation items of the meeting are consistent with those listed in the notice and announcement.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of the personnel attending the general meeting of shareholders and the qualification of the convener of the meeting
(I) shareholders and entrusted agents attending the shareholders' meeting on site
Based on the examination of the shareholder account registration certificate, the power of attorney and identity certificate of the shareholder's entrusted agent attending the shareholders' meeting on site, the lawyer of the firm confirmed that there were 15 shareholders and their entrusted agents attending the shareholders' meeting on site, and 343804487 shares representing the company with voting rights, accounting for 5.23% of the total shares of the company. A total of one shareholder and his entrusted agent attended the shareholders' meeting through remote video. The voting shares representing the company were 1805288934 shares, accounting for 27.4561% of the total shares of the company.
(II) shareholders participating in online voting
According to the online voting statistics of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., 31 shareholders voted effectively through the online voting system, and 100145485 shares representing the voting rights of the company, accounting for 1.5231% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the Shanghai Stock Exchange, the provider of the online voting system. On the premise that the qualification of shareholders to vote and the qualification of lawyers to participate in the shareholders' meeting are in line with the provisions of the company's articles of association and relevant laws and regulations, the qualification of shareholders to participate in the shareholders' meeting cannot be verified.
(III) attendance of minority shareholders
Based on the examination of the registration certificate of the shareholders' account, the power of attorney and identity certificate of the entrusted agent of the shareholders attending the shareholders' meeting and the online voting statistical table of the shareholders' meeting provided by Shanghai Stock Exchange Information Network Co., Ltd., the lawyers of the firm confirmed that there were 38 minority shareholders and entrusted agents of the shareholders attending the meeting, The voting shares representing the company are 428119022 shares, accounting for 6.5111% of the total shares of the company. Among them, there were 7 minority shareholders and their entrusted agents present on site, and 327973537 shares representing the company with voting rights; There are 31 shareholders who vote effectively through the online voting system, and the voting shares representing the company are 100145485 shares.
(IV) convener of the general meeting of shareholders
Upon inspection, the general meeting of shareholders was convened by the board of directors of the company.
(V) other personnel attending and attending the shareholders' meeting on site
According to the inspection, in addition to the shareholders of the company or the entrusted agents of the shareholders, the directors, candidates for directors, supervisors, the Secretary of the board of directors, the Secretary of the board of supervisors and the lawyers of the firm attended the general meeting of shareholders in the form of on-site or remote video, and the managers and other senior managers of the company also attended the on-site meeting of the general meeting of shareholders.
The lawyers of the firm believe that the personnel and conveners attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The shareholders' meeting deliberated on the proposals listed in the meeting notice, adopted the combination of on-site voting and online voting, and counted and monitored the votes in accordance with the procedures specified in the rules of shareholders' meeting and the detailed rules for the implementation of online voting of shareholders' meeting. Among them, Fang Jiajia and Liu Yang were the vote tellers of the on-site voting of the general meeting of shareholders, Wu Haishan, Chen Weijuan and Yang Gongshe were the vote monitors, and the voting results were announced on the spot; According to the online voting statistical table of the general meeting of shareholders provided by SSE Information Network Co., Ltd., the company consolidated the voting results of on-site voting and online voting after the online voting deadline.
(II) voting results
After verification, according to the voting results of on-site voting and online voting of the company's merger statistics, the shareholders' meeting deliberated and adopted the proposal on the adjustment of directors of the eighth board of directors.
The above proposal is a major issue affecting the interests of small and medium-sized investors. The company has separately counted and disclosed the votes of small and medium-sized investors (excluding directors, supervisors and senior managers).
In this shareholders' meeting, the company's employee stock ownership plan participated in the voting, and its behavior and decision-making in exercising shareholders' rights comply with the relevant provisions of the employee stock ownership plan.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and conveners, the voting procedures and voting results of the meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results adopted by this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate and takes effect after being signed by the handling lawyer and the person in charge of the office and stamped with the official seal of the office.
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(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the second extraordinary general meeting of shareholders in Beiqi Foton Motor Co.Ltd(600166) 2022)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Xue Bing Zhang
Handling lawyer:
Mm / DD / 2022
