Guohao law firm (Hangzhou)
About Zhejiang Wanfeng Auto Wheel Co.Ltd(002085)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhejiang Wanfeng Auto Wheel Co.Ltd(002085) ("your company")
Guohao law firm (Hangzhou) (hereinafter referred to as "the firm") has accepted the entrustment of your company to appoint our lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by your company in Wanfeng science and Technology Park, Xinchang County, Zhejiang Province on February 15, 2022, And 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 (hereinafter referred to as the "rules for the general meeting of shareholders"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for online voting") and other laws and administrative regulations This legal opinion is issued in accordance with the provisions of normative documents and the Zhejiang Wanfeng Auto Wheel Co.Ltd(002085) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the general meeting of shareholders of your company, consulted the documents that our lawyers thought necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
Your company has promised us that the documents and statements and explanations provided by your company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders' meeting and the facts or data expressed in these proposals.
Our lawyers only express legal opinions in accordance with the facts occurring or existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. This legal opinion is only for the purpose of this shareholders' meeting and shall not be used for any other purpose or purpose. The exchange agrees that your company can take this legal opinion as the announcement material of the general meeting of shareholders of your company, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinion issued by the exchange according to law. 1、 Convening and convening of this general meeting of shareholders
(I) notice and announcement of the meeting
The board of directors of your company held the 15th meeting of the 7th board of directors on January 25, 2022, and considered and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On January 26, 2022, your company published the notice of Zhejiang Wanfeng Auto Wheel Co.Ltd(002085) on convening the first extraordinary general meeting of shareholders in 2022 in the securities times and cninfo. Com respectively. The notice specifies the meeting time, meeting place, meeting participants, meeting deliberations, meeting registration measures, contact person and contact information of the general meeting of shareholders.
The shareholders' meeting of your company adopts the combination of on-site voting and online voting. After verification by our lawyers, your company has clearly explained the voting code, voting proposal number, voting method and other related matters of online voting in the above notice of the general meeting of shareholders.
(II) consistency between the convening of the meeting and the matters notified
After verification by our lawyers, the actual time, place and other relevant matters of the on-site meeting of your company are consistent with those notified in the notice of the general meeting of shareholders; Your company provides shareholders with online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange. The actual time and method of online voting are consistent with the contents notified in the notice of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the online voting rules and the articles of association. 2、 Qualification of personnel participating in the general meeting of shareholders
According to the relevant provisions of the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange, the shares in the special account for share repurchase of listed companies do not enjoy the voting right of the general meeting of shareholders. Therefore, the number of shares in the special account for share repurchase shall be deducted when calculating the total number of voting shares of your company, That is, the total number of voting shares of your company at this general meeting of shareholders is 2072107520 shares.
According to the verification of our lawyers, there are 19 shareholders and entrusted agents attending the general meeting of shareholders, with 1033697177 representative shares, accounting for 49.8863% of the total voting shares of the company. Among them, 5 shareholders and shareholders' agents participated in the on-site meeting, representing 834977005 shares, accounting for 40.2960% of the total voting shares of the company; 14 shareholders participated in online voting, representing 198720172 shares, accounting for 9.5902% of the total voting shares of the company. Among the above shareholders attending the meeting, there were 14 minority shareholders and entrusted voting agents (minority shareholders refer to other shareholders except directors, supervisors, senior executives and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below), representing 18162600 shares, accounting for 0.8765% of the total voting shares of the company.
After verification by our lawyers, in addition to the above-mentioned shareholders and entrusted agents of your company, some directors and supervisors of your company attended the shareholders' meeting, and the senior managers of your company and the lawyers witnessed by our company attended the shareholders' meeting as nonvoting delegates. The lawyers of the firm believe that the qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and their qualifications are legal and effective. 3、 Qualifications of the convener of the general meeting of shareholders
According to the announcement of the board of directors and the verification of our lawyers, the convener of the general meeting of shareholders is the board of directors of your company, which complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. The qualification of the convener of the general meeting of shareholders is legal and effective. 4、 Voting procedures and results of this general meeting of shareholders
1. The shareholders' meeting adopted the method of open ballot, and the shareholders attending the meeting and their entrusted agents voted on the proposals listed in the agenda of the shareholders' meeting one by one. The on-site voting of the general meeting of shareholders shall be conducted in accordance with the procedures specified in the articles of association and the rules of the general meeting of shareholders; Online voting is conducted in accordance with the provisions of the articles of association, the rules of the general meeting of shareholders and the online voting rules, and the online voting results are obtained through the online voting system.
2. The shareholder representatives of your company and the lawyers of our firm jointly count and monitor the votes of this shareholders' meeting, and announce the voting results on the spot.
3. After verification by our lawyers, the voting results of this shareholders' meeting are as follows:
The proposal on by election of directors of the company was deliberated and adopted
Voting: 1033400152 shares agreed, 297025 against and 0 abstained, accounting for 99.9713% of the total voting shares attending the shareholders' meeting.
Among them, the voting situation of minority shareholders is: 17865575 shares agree, 297025 shares oppose and 0 shares abstain. The number of consent shares accounts for 98.3646% of the total voting shares held by minority shareholders participating in the voting.
The lawyer of the firm believes that the deliberation proposal of the general meeting of shareholders is consistent with the notice of the general meeting of shareholders, the voting procedure is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting result is legal and effective. 5、 Concluding observations
In conclusion, our lawyers believe that:
The convening and convening procedures of the general meeting of shareholders of your company, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders, the rules for online voting and other laws, administrative laws and regulations, normative documents and the articles of association. The resolutions adopted at the general meeting of shareholders are legal Effective.
(no text below)
The legal opinion of Hangzhou Guohao (2025) law firm is the first page of the legal opinion of Hangzhou Guohao (0025) law firm
Principal: Yan Huarong handling lawyer: Xu Jing
Pan Yuanbin
February 15, 2022
