Beijing Dacheng Law Firm
About Wuhan Jingce Electronic Group Co.Ltd(300567)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, No. 10, Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie
Chaoyang District, 100020, Beijing, China
Tel: +86 10-58137799 Fax: +86 10-58137788
February, 2002
To: Wuhan Jingce Electronic Group Co.Ltd(300567)
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 2022) (hereinafter referred to as the “rules”) According to the requirements of laws, regulations and normative documents such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “detailed rules”) and the articles of association of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “articles of association”), Beijing Dacheng Law Firm (hereinafter referred to as the “exchange”) accepts the entrustment of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “company”), This legal opinion is issued on relevant matters of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting of shareholders”).
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of participants, qualifications of conveners, voting procedures, voting results and resolutions of the general meeting of shareholders, and do not express opinions on the proposals considered by the general meeting of shareholders, the figures and contents involved in the proposals. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of this shareholders’ meeting.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
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 (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers checked and verified the relevant documents and matters provided by the company, and appointed lawyers to attend the shareholders’ meeting. The legal opinions are as follows:
1、 Convening and procedures of this general meeting of shareholders and the qualifications of the convener
Upon verification by the lawyers of the firm, the shareholders’ meeting was decided to be held at the 41st meeting of the third board of directors held on January 24, 2022. On January 25, 2022, the board of directors of the company published the notice on the convening of the general meeting of shareholders in the form of announcement on the gem information disclosure media designated by the CSRC. The date of the notice announcement of the meeting is more than 15 days from the date of the first extraordinary general meeting of shareholders in 2022.
According to the notice and announcement on convening this general meeting of shareholders, the proposals considered at this general meeting of shareholders are:
1. Proposal on the prediction of the company’s daily operating related party transactions in 2022;
2. Proposal on adjusting the number of members of the board of directors and amending the articles of Association;
3. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company;
4. Proposal on Amending the rules of procedure of the board of directors of the company;
5. Proposal on the election of non independent directors of the Fourth Board of directors;
5.01 elect Mr. Peng Qian as a non independent director of the Fourth Board of directors;
5.02 elect Mr. Chen Kai as a non independent director of the Fourth Board of directors;
5.03 elect Mr. Shen Yafei as a non independent director of the Fourth Board of directors;
5.04 elect Mr. Liu ronghua as a non independent director of the Fourth Board of directors;
5.05 elect Mr. Ma Jun as a non independent director of the Fourth Board of directors;
5.06 elect Mr. Sheng sun as a non independent director of the Fourth Board of directors;
6. Proposal on the election of independent directors of the Fourth Board of directors;
6.01 elect Ms. Ji Xiaoqin as an independent director of the Fourth Board of directors;
6.02 elect Mr. Lu Zaiping as an independent director of the Fourth Board of directors;
6.03 elect Mr. Ma Chuangang as an independent director of the Fourth Board of directors;
7. Proposal on the election of non employee representative supervisors of the Fourth Board of supervisors;
7.01 elect Ms. Miao Dan as the non employee representative supervisor of the Fourth Board of supervisors;
7.02 elect Mr. Lei Xinjun as the non employee representative supervisor of the Fourth Board of supervisors.
Among them, related shareholders Mr. Peng Qian and Mr. Chen Kai will abstain from voting on proposal 1.
The above 5-7 proposals are voted by cumulative voting system. 6 non independent directors, 3 independent directors and 2 non employee representative supervisors shall be elected at this meeting. The number of election votes owned by shareholders shall be the number of voting shares held by shareholders multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have. Among them, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only if there is no objection.
Proposal 2 is a special resolution of the general meeting of shareholders, which shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders; Other proposals are ordinary resolutions of the general meeting of shareholders, which shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The company will count the votes of small and medium-sized investors (referring to shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers), and make public disclosure according to the vote counting results.
At 14:00 p.m. on February 11, 2022, the shareholders’ meeting was held in the company’s conference room, No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan. Mr. Peng Qian, chairman of the company, presided over the shareholders’ meeting on site.
Upon examination, our lawyers believe that:
(1) The general meeting of shareholders shall be held in accordance with the time, place, way of attending the meeting and the convening procedures specified in the articles of association.
The convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules and the articles of association.
(2) The convener of this general meeting of shareholders is the board of directors of the company, and its qualification is legal and valid.
2、 Qualifications of personnel attending the general meeting of shareholders
In accordance with the provisions of the company law, the securities law, the rules and the articles of association and the notice and announcement on convening the general meeting of shareholders, the persons attending the general meeting of shareholders shall be:
1. By the end of the transaction on January 28, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting and can entrust an agent in writing to attend and vote. The shareholder agent does not have to be a shareholder of the company or participate in online voting during online voting time.
2. Directors, supervisors and senior managers of the company;
3. Witness lawyers and other relevant personnel employed by the company.
According to the information provided by the company and verified by our lawyers, as of 14:00 p.m. on February 11, 2022, a total of 9 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 108306269 voting shares, accounting for 38.9389% of the total voting shares of the company.
According to the voting statistics provided by Shenzhen Securities Information Co., Ltd., three shareholders participated in the online voting of the general meeting of shareholders, representing 8511405 voting shares, accounting for 3.0601% of the total voting shares of the company.
Upon examination, our lawyers believe that the qualifications of shareholders and shareholders’ agents attending the shareholders’ meeting meet the provisions of the company law, the securities law, the rules, the implementation rules and the articles of association, and have the right to review and vote on the proposals of the shareholders’ meeting.
3、 Voting procedures of the general meeting of shareholders
According to the notice and announcement of the company on convening the general meeting of shareholders, the general meeting of shareholders adopts on-site voting and online voting.
1. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by open ballot. Two shareholder representatives, a supervisor and the lawyer of the exchange counted and monitored the votes, and announced the voting results on the spot.
2. The online voting methods of this shareholders’ meeting include the trading system of Shenzhen Stock Exchange and the Internet voting system（ http://wltp.cn.info.com.cn. ）Vote. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 11, 2022. The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 11, 2022.
On January 25, 2022, the board of directors of the company published the notice on the meeting of the general meeting of shareholders on the gem information disclosure media designated by the China Securities Regulatory Commission, which clearly explained the relevant matters including online voting time, equity registration date, online voting operation process and so on, in line with relevant regulations.
After the online voting, Shenzhen Securities Information 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. After the voting, the vote counter and scrutineer of the general meeting of shareholders combined the voting results of on-site voting and online voting.
4. In order to respect the interests of minority shareholders and improve the participation of minority shareholders in major matters decided by the general meeting of shareholders of the company, the general meeting of shareholders adopts separate vote counting of minority shareholders when considering relevant proposals.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
4、 Voting results of the general meeting of shareholders
Voting results of proposal (I) proposal on the prediction of the company’s daily operating related party transactions in 2022
Minority shareholders present at the meeting
Number of shares held by minority shareholders
Proportion of voting shares proportion of voting shares
Agreed 18987400 100% 16877922 100%
Objection 0% 0%
Waiver 0 0 0 0
Among them, the affiliated shareholders Mr. Peng Qian, Mr. Chen Kai and Wuhan Jingzhi Investment Center (limited partnership) avoided voting on the proposal, and the number of shares avoided voting was 97830274.
Voting results of proposal (II) proposal on adjusting the number of members of the board of directors and amending the articles of Association
Minority shareholders present at the meeting
Number of shares held by minority shareholders
Proportion of voting shares proportion of voting shares
Agree 116817674 100% 22066383 100%
Objection 0% 0%
Waiver 0 0 0 0
Voting results of proposal (III) on Amending the rules of procedure of the company’s general meeting of shareholders
Minority shareholders present at the meeting
Number of shares held by minority shareholders
Proportion of voting shares proportion of voting shares
Agreed 111181900 95.1756% 16430609 74.4599%
Against 5635774 4.8244%
