Legal opinion of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
About Ningbo Tuopu Group Co.Ltd(601689)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Ningbo Tuopu Group Co.Ltd(601689)
Ningbo Tuopu Group Co.Ltd(601689) (hereinafter referred to as "the company") held the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") at 13:30 on February 10, 2022. Guohao law firm (Shanghai) (hereinafter referred to as "the firm") accepted the entrustment of the company and appointed lawyer Yu Lei and lawyer Li Jiayan (hereinafter referred to as "the firm") to attend the meeting, 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 rules for the general meeting of shareholders of listed companies and the Ningbo Tuopu Group Co.Ltd(601689) articles of Association (hereinafter referred to as the "articles of association") issued by the China Securities Regulatory Commission.
In accordance with the provisions of relevant laws and regulations, our lawyers have expressed legal opinions on whether the convening and convening procedures of the company's first extraordinary general meeting in 2022 comply with laws, regulations and the articles of association, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the meeting. There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise our lawyers are willing to bear corresponding legal liabilities.
Our lawyers express legal opinions based on their understanding of the facts and the law.
This legal opinion is issued in accordance with relevant national laws and regulations.
Our lawyers agree to make this legal opinion a necessary document for the company's first extraordinary general meeting in 2022, and bear the responsibility for the legal opinion issued by our firm according to law.
Our lawyers have reviewed and judged all documents related to the issuance of legal opinions, and hereby issue legal opinions as follows:
Legal opinion of Shanghai Guohao law firm
1、 Convening and convening procedures of this general meeting of shareholders
The company's proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 16th meeting of the Fourth Board of directors held on January 20, 2022 and posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）Notify all shareholders by public announcement. The announcement specifies the time of the meeting and the matters to be considered at the meeting, and explains that all shareholders have the right to attend and can entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method and time of shareholders attending the on-site meeting, the operation method of participating in online voting, contact number and contact name, etc.
After examination by the lawyers of the exchange, it is confirmed that the convening and convening procedures of the company's first extraordinary general meeting in 2022 comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Legality and validity of the qualification of the personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and entrusted agents
According to the signatures and power of attorney of the shareholders attending the meeting, 38 shareholders and entrusted agents attended the meeting and participated in the voting, representing 726911859 shares, accounting for 65.9601% of the total share capital of the company.
2. Other persons attending the meeting
It is verified that, in addition to shareholders and entrusted agents, the participants at the meeting are directors, supervisors, senior managers and witness lawyers hired by the company.
It is verified that the qualifications of the personnel attending the first extraordinary general meeting of shareholders in 2022 are legal and valid.
3. Qualification of Convener
It is verified that the first extraordinary general meeting of the company in 2022 was convened by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener's qualification is legal and valid.
3、 Proposals considered at the general meeting of shareholders
Witnessed by our lawyers, there was no new proposal put forward by the company's shareholders at the shareholders' meeting. At the same time, all the proposals specified in the notice of meeting were considered and voted at the shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
Legal opinion of Guohao law firm (Shanghai)
It is verified that the first extraordinary general meeting of shareholders in 2022 voted item by item on the matters listed in the relevant announcements by means of on-site open ballot and online voting, and monitored the votes according to the procedures specified in the articles of association. The number of votes passed at the general meeting of shareholders is in line with the provisions of the articles of association, its voting procedures are in line with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Ningbo Tuopu Group Co.Ltd(601689) 2022 comply with the provisions of laws, regulations and the articles of Association; The qualifications of the participants and the convener of the meeting are legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
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Legal opinion of Guohao law firm (Shanghai)
Signature page
There is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shanghai) on the first extraordinary general meeting of shareholders in Ningbo Tuopu Group Co.Ltd(601689) 2022.
This legal opinion is issued on February 10, 2022, in two originals without copies.
Guohao law firm (Shanghai)
Person in charge: Li Qiang handling lawyer: Yu Lei
Li Jiayan
