On Zotye Automobile Co.Ltd(000980) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai Renying law firm
SHANGHAI RENYING LAW FIRM
Address: room 705, Baoshi building, building 20, No. 487, Tianlin Road, Xuhui District, Shanghai Post Code: 200233 Tel: 021-61255878 Fax: 021-61255877
Shanghai Renying law firm
About Zotye Automobile Co.Ltd(000980)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Zotye Automobile Co.Ltd(000980)
Entrusted by Zotye Automobile Co.Ltd(000980) (hereinafter referred to as “the company”), Shanghai Renying law firm (hereinafter referred to as “the firm”) appointed lawyer Zhang Yanwei and lawyer Fang Bingqing of the firm to attend the first extraordinary general meeting of shareholders of 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on February 17, 2022, and in accordance with the company law of the people’s Republic of China The securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other current laws, regulations and other normative documents of China (hereinafter referred to as “Chinese laws and regulations”) and the articles of association of Zotye Automobile Co.Ltd(000980) (hereinafter referred to as “the articles of Association”) on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and conveners This legal opinion is issued for matters related to deliberation, voting procedures and voting results.
In order to issue this legal opinion, our lawyers listened to the company’s statements and explanations on relevant facts and reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. Resolutions and minutes of the 10th meeting of the seventh board of directors in 2021 on January 25, 2022;
3. The announcement on the resolution of the 10th meeting of the 7th board of directors, the announcement on the resolution of the 10th meeting of the 7th board of supervisors and the independent opinions of independent directors on relevant matters of the 10th meeting of the 7th board of directors published on the designated media on January 26, 2022 Announcement of the company on the change of non operating fund occupation solution and related party transactions of Tieniu Group Co., Ltd., notice of the company on convening the first extraordinary general meeting of shareholders in 2022 and other announcements;
4. Registration records and voucher materials of the company’s first extraordinary general meeting of shareholders in 2022;
5. Documents of the first extraordinary general meeting of shareholders of the company in 2022.
Based on the facts occurred before the date of issuance of this legal opinion, our lawyers only express legal opinions on the relevant legal issues involved in this shareholders’ meeting.
The lawyer of the firm agrees to announce this legal opinion as a document of the company’s general meeting of shareholders in accordance with relevant regulations, and bear corresponding legal liabilities for the legal opinion issued by the firm in accordance with the law. Without the written consent of our lawyer, it shall not be used for any other purpose or purpose.
Based on the above, in accordance with the requirements of Chinese laws, regulations and normative documents, 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 and convening of this general meeting of shareholders
The general meeting of shareholders of the company is convened by the board of directors of the company and is held by combining on-site voting and online voting.
After verification by our lawyers, the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 on the designated media on January 26, 2022. The announcement issued by the company contains the following contents: 1. Basic information of the meeting; 2. Matters to be considered at the meeting; 3. Proposal code; 4. Meeting registration items; 5. The specific operation process of participating in online voting; 6. Other matters; 7. Documents for future reference. The publication date of the notice is more than 15 days from the date of the convening of the general meeting of shareholders. The interval between the equity registration date (February 10, 2022) determined by the general meeting of shareholders and the date of the meeting shall not be more than 7 working days.
According to the confirmation of Shenzhen Securities Information Co., Ltd., online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 17, 2022 to 15:00 p.m. on February 17, 2022. The above online voting time complies with the announcement.
After verification by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 17, 2022 in the conference room of the company at No. 1 Beihu Road, Yongkang Economic Development Zone, Zhejiang Province. It was presided over by Mr. Hu Shuizhen, chairman of the board. The time and place of the general meeting of shareholders were in line with the contents of the notice.
Our lawyers believe that the board of directors of the company is qualified to convene the general meeting of shareholders; The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of the persons attending or attending the general meeting of shareholders
1. Shareholders (or proxy of shareholders) attending the on-site meeting
According to the verification of our lawyers, 13 shareholders or shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 2034445055 shares, accounting for 40.1336% of the total shares of the listed company. Among them, 10 minority shareholders participated in the on-site meeting, with 120194680 representative shares, accounting for 2.3711% of the total shares of the listed company.
According to the verification of our lawyers, the above shareholders are all shareholders who are registered in Shenzhen Branch of China Securities Depository and Clearing Corporation and own the company’s shares after the closing of Shenzhen Stock Exchange on the equity registration date (February 10, 2022). The above shareholders’ agents attending the general meeting of shareholders have also been effectively authorized.
2. Shareholders participating in online voting
According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, 2076 shareholders voted through the online voting system during the online voting time, representing 1030719899 shares, accounting for 20.3331% of the total shares of the listed company. Among them, 2076 minority shareholders participated in online voting, representing 1030719899 shares, accounting for 20.3331% of the total shares of the listed company.
3. Personnel attending the meeting as nonvoting delegates
According to the verification of our lawyers, in addition to the shareholders or their agents attending the shareholders’ meeting, the persons attending the meeting as nonvoting delegates, including some directors, supervisors, senior managers and lawyers hired by the company, are legally qualified to attend the shareholders’ meeting.
The lawyers of the firm believe that the above-mentioned persons attending or attending the general meeting of shareholders as nonvoting delegates comply with the provisions of Chinese laws and regulations and the articles of association, and their participation qualifications are legal and valid.
3、 The situation and deliberation items of the temporary proposal put forward at the general meeting of shareholders
1. Temporary proposals put forward at the general meeting of shareholders
After verification by the lawyers of the exchange, there was no case of shareholders putting forward temporary proposals at the general meeting of shareholders.
2. Matters to be considered at this general meeting
(1) Deliberating the proposal on the general election of non independent directors of the board of directors of the company (adopting the cumulative voting system), which includes the following sub proposals:
1.1 proposal on electing Mr. Huang Jihong as a non independent director of the eighth board of directors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Huang Jihong was 2996099553, accounting for 97.7468% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1081849178, and he was elected as a non independent director of the eighth board of directors.
1.2 proposal on electing Mr. Lian Gang as a non independent director of the eighth board of directors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Lian gang was 3003760014, accounting for 97.9967% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1089509639, and he was elected as a non independent director of the eighth board of directors.
1.3 proposal on electing Mr. Ye Changqing as a non independent director of the eighth board of directors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Ye Changqing was 2969329674 shares, accounting for 96.8734% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1055079299 shares, and he was elected as a non independent director of the eighth board of directors.
1.4 proposal on electing Ms. Liu Ya as a non independent director of the eighth board of directors.
Voting results: the number of affirmative votes obtained by the candidate Ms. Liu Ya was 2974305247 shares, accounting for 97.0357% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1060054872 shares, and she was elected as a non independent director of the eighth board of directors.
1.5 proposal on electing Mr. Lv Bin as a non independent director of the eighth board of directors.
Voting results: the number of affirmative votes obtained by the candidate Mr. Lv Bin was 2976320075 shares, accounting for 97.1015% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1062069700 shares, and he was elected as a non independent director of the eighth board of directors.
1.6 proposal on electing Mr. Lou min as a non independent director of the eighth board of directors.
Voting results: the number of affirmative votes obtained by the candidate Mr. Lou min was 2971312470 shares, accounting for 96.9381% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1057062095 shares, and he was elected as a non independent director of the eighth board of directors.
(2) Deliberating the proposal on the election of independent directors by the board of directors (adopting the cumulative voting system), which includes the following sub proposals:
2.1 proposal on electing Mr. Cui Xiaozhong as an independent director of the eighth board of directors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Cui Xiaozhong was 2986082534, accounting for 97.4200% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1071832159, and he was elected as an independent director of the eighth board of directors.
2.2 proposal on electing Mr. Wang Wulin as an independent director of the eighth board of directors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Wang Wulin was 2976831864 shares, accounting for 97.1182% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1062581489 shares, and he was elected as an independent director of the eighth board of directors.
2.3 proposal on electing Mr. Zhao Wanhua as an independent director of the eighth board of directors.
Voting results: the number of affirmative votes obtained by the candidate Mr. Zhao Wanhua was 2976685040 shares, accounting for 97.1134% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1062434665 shares, and he was elected as an independent director of the eighth board of directors.
(3) Deliberating the proposal on the general election of the board of supervisors of the company (adopting the cumulative voting system), which includes the following sub proposals:
3.1 proposal on electing Mr. Jin Ronghao as the supervisor of the 8th board of supervisors;
Voting results: the number of affirmative votes obtained by the candidate Mr. Jin Ronghao was 2979853700 shares, accounting for 97.2167% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1065603325 shares, and he was elected as the supervisor of the eighth board of supervisors.
3.2 proposal on electing Mr. Li Zheng as the supervisor of the eighth board of supervisors.
Voting results: the number of affirmative votes obtained by the candidate Mr. Li Zheng was 2979488805 shares, accounting for 97.2048% of the shares held by all shareholders attending the meeting, of which the number of affirmative votes of small and medium-sized investors was 1065238430 shares, and he was elected as the supervisor of the eighth board of supervisors.
(4) Deliberated the proposal on the change of non operating fund occupation solution and related party transactions of Tieniu Group Co., Ltd.
Voting results: 2227980691 shares were approved, accounting for 98.4035% of the shares held by all shareholders attending the meeting; Against 34660296 shares, accounting for 1.5308% of the shares held by all shareholders attending the meeting; 1487400 shares were abstained (692700 shares were abstained due to non voting), accounting for 0.0657% of the shares held by all shareholders attending the meeting. Related shareholders Tieniu Group Co., Ltd. and Huangshan Jinma Group Co., Ltd. avoided voting, and the number of voting shares held by them is not included in the total number of voting shares held by the following shareholders attending the meeting.
Among them, the voting results of minority shareholders: 1099980691 shares were agreed, accounting for 96.8183% of the shares held by minority shareholders attending the meeting; Against 34660296 shares, accounting for 3.0507% of the shares held by minority shareholders attending the meeting; 1487400 shares were abstained (692700 shares were abstained due to non voting), accounting for 0.1309% of the shares held by minority shareholders attending the meeting.
The lawyers of the firm believe that the proposals and deliberations of the general meeting of shareholders fall within the scope of the functions and powers of the general meeting of shareholders, are consistent with the matters notified at the general meeting of shareholders, comply with the relevant provisions of Chinese laws and regulations and the articles of association, and there is no case where shareholders put forward temporary proposals.
4、 Voting procedures of the general meeting of shareholders
When the company holds this general meeting of shareholders, the shareholders of the company can choose one of on-site voting and online voting to vote.
Verified by our lawyers, the on-site meeting of the general meeting of shareholders deliberated on the proposals listed in the announcement, voted by open ballot, counted and monitored the votes in accordance with the procedures specified in Chinese laws and regulations and the articles of association, and announced the voting results on the spot.
After verification by our lawyers, the company provided shareholders with the online voting platform for the general meeting of shareholders through the system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total voting rights of the online voting of the general meeting of shareholders
