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Beijing Jingtian Gongcheng law firm
About Bethel Automotive Safety Systems Co.Ltd(603596)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Bethel Automotive Safety Systems Co.Ltd(603596)
Entrusted by Bethel Automotive Safety Systems Co.Ltd(603596) (hereinafter referred to as "the company"), Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on February 10, 2022 in the conference room on the second floor of the company, No. 19 Taishan Road, Wuhu Economic and Technological Development Zone, Anhui Province, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other current Chinese laws, regulations and other normative documents (hereinafter referred to as "Chinese laws and regulations") and the Bethel Automotive Safety Systems Co.Ltd(603596) articles of Association (hereinafter referred to as "the articles of Association"), the convening and convening procedures, the qualifications of participants and conveners of the general meeting of shareholders This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as "procedural matters").
In order to issue this legal opinion, our lawyers reviewed the documents related to the shareholders' meeting provided by the company, including but not limited to the resolutions of the third meeting of the third board of directors, the third meeting of the third board of supervisors, the independent opinions issued by the independent directors, the announcement published according to the above contents, the notice on convening the shareholders' meeting Materials of the shareholders' meeting, listened to the statements and explanations of the company on relevant facts, and attended the shareholders' meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The bourse agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and take responsibility for the legal opinion issued in accordance with the law. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
The third meeting of the third board of directors of the company deliberated and approved the proposal of convening the general meeting of shareholders on January 25, 2022, and posted it on Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 26, 2022 And other designated information disclosure media published the notice on convening the first extraordinary general meeting of shareholders in 2022. The announcement specifies the type and session of the shareholders' meeting, convener, voting method, date, time and place of the on-site meeting, online voting system, start and end date and voting time, margin trading, refinancing, agreed repurchase business account and voting procedures of investors of Shanghai Stock connect, matters to be considered at the meeting, matters needing attention for voting at the shareholders' meeting, participants at the meeting The registration method of the meeting and other matters, and explained that shareholders have the right to attend the general meeting in person or entrust agents in writing, and the agents entrusted by shareholders need not be shareholders of the company.
The shareholders' meeting deliberated three proposals, including: the proposal on supplementary confirmation of the company's daily connected transactions in 2021, the proposal on Amending the articles of association, and the proposal on electing Li zhongbing as a non independent director of the third board of directors of the company. The above proposal or the main contents of the proposal have been announced on January 26, 2022.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the notice, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of shareholders attending the general meeting of shareholders
1. Shareholders' representatives (including shareholders and / or shareholders' agents, the same below) attending the on-site meeting of the general meeting of shareholders 3 shareholders' representatives (representing 4 shareholders), representing 170476800 shares with voting rights, accounting for 41.74% of the total voting shares of the company.
After verification, the exchange believes that the qualification of shareholders' representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
There are 6 shareholders' representatives voting through the Internet, and the number of voting shares is 5018568, accounting for 1.23% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Shareholders of small and medium-sized investors voting at the general meeting of shareholders
There were 7 shareholders' representatives of small and medium-sized investors attending the shareholders' meeting, and the number of voting shares represented was 5096268, accounting for 1.25% of the total voting shares of the company.
3. Other personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates
After verification, in addition to the shareholders and their representatives, the directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders; Some senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates. 3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. The shareholder representatives considered all the proposals of the general meeting of shareholders and voted item by item.
2. Online voting
The online voting of the general meeting of shareholders adopts the online voting mode of the trading system of Shanghai Stock Exchange and the Internet voting platform. The voting time of shareholders through the voting platform of the trading system of Shanghai Stock Exchange is the trading time period on February 10, 2022, i.e. any time from 9:15-9:25, 9:30-11:30 and 13:00-15:00, The time for voting through the Internet voting platform is any time from 9:15 to 15:00 on February 10, 2022.
After the voting, SSE Information Network Co., Ltd. provided the company with the number of voting shares and voting results of the online voting of the general meeting of shareholders.
3. Voting results
The on-site voting shall be monitored according to the procedures specified in the articles of association.
The company announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting on the spot.
All proposals of this general meeting of shareholders have been effectively voted by the representatives of voting shareholders (including shareholder agents) participating in the on-site meeting and online voting.
The voting results of the proposals considered at the shareholders' meeting are as follows:
Proposal 1: the proposal on supplementary confirmation of the company's daily connected transactions in 2021 is a general resolution, which has been deliberated and adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Among them, the affiliated shareholder Wuhu Chery Technology Co., Ltd. avoided voting, and its voting rights are not included in the total number of effective voting shares. If the interests of small and medium-sized investors are involved, the votes of small and medium-sized investors shall be counted separately and the voting results shall be disclosed separately.
Proposal 2 the proposal on Amending the articles of association is a special resolution, which has been deliberated and adopted by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders. If the interests of small and medium-sized investors are involved, the votes of small and medium-sized investors shall be counted separately and the voting results shall be disclosed separately.
Proposal 3 proposal on electing Li zhongbing as a non independent director of the third board of directors of the company is a general resolution, which has been deliberated and adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders. If the interests of small and medium-sized investors are involved, the votes of small and medium-sized investors shall be counted separately and the voting results shall be disclosed separately.
4. Voting of shareholders below 5%
For proposal 1, the minority shareholders attending the meeting agreed to 5096268 shares, accounting for 100.00% of the effective voting rights held by the minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting;
For proposal 2, the minority shareholders attending the meeting agreed to 5096268 shares, accounting for 100.00% of the effective voting rights held by the minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting;
For proposal 3, the minority shareholders attending the meeting agreed to 5096268 shares, accounting for 100.00% of the effective voting rights held by the minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the effective voting rights held by minority shareholders attending the meeting.
After verification, the exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of Association; The qualification of shareholders' representatives attending the general meeting of shareholders is legal and valid; The qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and effective.
The original of this legal opinion is in duplicate, one of which is submitted to your company by the exchange and the other is kept by the exchange.
