Shanghai Zechang law firm
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
15th floor, Huishang building, No. 1286 Minsheng Road, Pudong New Area, Shanghai Post Code: 200135 Tel: (021) 5043-0980 Fax: 021-50432907
February, 2002
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Zechang Zheng Zi 2022-01-05-01 to: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Shanghai Zechang law firm (hereinafter referred to as “the firm”) is entrusted by Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the rules for the general meeting of shareholders of listed companies and other laws This legal opinion is issued in accordance with the relevant provisions of laws, regulations, other normative documents and the Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue this legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company and presided over by Mr. Li Yin, chairman of the board of directors. On January 25, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the website of Shanghai Stock Exchange and designated media such as Shanghai Securities News and securities times, announcing the time, place, deliberation matters, attendees and registration methods of the general meeting of shareholders, The date of publication of the announcement is 15 days from the date of the convening of the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held on February 15, 2022 at No. 4, Zone C, No. 6999, Chuansha Road, Pudong New Area, Shanghai. The time of online voting through the voting platform of the trading system of Shanghai Stock Exchange is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on February 15, 2022; The time for voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on February 15, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
After verification, 21 shareholders and their proxies attended the general meeting, representing 52359995 voting shares, accounting for 71.8789% of the total shares of the company. Including: (1) shareholders and shareholders’ agents attending the on-site meeting
According to the signatures, power of attorney and shareholder account card of shareholders and shareholder agents attending the meeting, 17 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders, representing 48838462 shares with voting rights, accounting for 67.0446% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Participation in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 4 shareholders voted effectively through the online voting system, representing 3521533 voting shares, accounting for 4.8343% 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 online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 14 small and medium-sized investor shareholders participated in the meeting through on-site and online, and the representatives have the right to vote
There are 10 shareholders, representing 6.466055 million shares with voting rights, accounting for 8.8765% of the total shares of the company; Four minority shareholders voted online, representing 3521533 shares with voting rights, accounting for 4.8343% of the total shares of the company.
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the attendees of the company’s general meeting of shareholders are legal and valid. 3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following non cumulative voting proposals by means of on-site voting and online voting:
1. The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted by special resolution
Agreed: 17657068 shares, accounting for 100% of the voting shares of all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Related shareholders Li Yin, Huang Daqing and Qin Ligang avoided the voting of this proposal.
Among them, the voting of minority shareholders is as follows:
Agreed: 9.987588 million shares, accounting for 100% of the shares held by minority shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted by special resolution
Agreed: 17657068 shares, accounting for 100% of the voting shares of all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting. Related shareholders Li Yin, Huang Daqing and Qin Ligang avoided the voting of this proposal.
Among them, the voting of minority shareholders is as follows:
Agreed: 9.987588 million shares, accounting for 100% of the shares held by minority shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan was deliberated and adopted by special resolution
Agreed: 17657068 shares, accounting for 100% of the voting shares of all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting. Related shareholders Li Yin, Huang Daqing and Qin Ligang avoided the voting of this proposal.
Among them, the voting of minority shareholders is as follows:
Agreed: 9.987588 million shares, accounting for 100% of the shares held by minority shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
(no text below)
