11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518048
11-12/F., Taiping Finance Tower, Yitian Road 6001, Futian District, Shenzhen, China
Fax: (8886) Tel.: (86 75588265537
Email: [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Wedge Industrial Co.Ltd(000534)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Xinda Huizi [2022] No. 039 to: Wedge Industrial Co.Ltd(000534)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of Wedge Industrial Co.Ltd(000534) (hereinafter referred to as “your company” or “the company”) to appoint Xinda lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of the general meeting of shareholders of your company, And issue this legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Wedge Industrial Co.Ltd(000534) 2022 (hereinafter referred to as the “legal opinion of the general meeting of shareholders”).
The legal opinion of the general meeting of shareholders is 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 “implementation rules”) and other laws and regulations Normative documents and the current effective provisions of Wedge Industrial Co.Ltd(000534) articles of Association (hereinafter referred to as the “articles of association”), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance of the legal opinion of the general meeting of shareholders.
In order to issue the legal opinion of the general meeting of shareholders, Xinda lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. Notice of Wedge Industrial Co.Ltd(000534) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “Notice of extraordinary general meeting”) announced by the company on cninfo.com and the website of Shenzhen Stock Exchange on February 15, 2022;
3. Registration records and voucher materials of shareholders attending the general meeting of shareholders;
4. Documents of the general meeting of shareholders;
5. Minutes and resolutions of the general meeting of shareholders.
In the legal opinion of the general meeting of shareholders, Xinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only expressed legal opinions on the convening procedures, convener qualifications, convening procedures, personnel qualifications attending the meeting, voting procedures and voting results of the meeting, It will not express any opinion on the authenticity and accuracy of the proposal considered at this shareholders’ meeting and other facts and data related to the proposal.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders of your company, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of this shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On February 14, 2022, the 43rd meeting of the 10th board of directors of the company was held by means of communication, and the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
2. On February 15, 2022, the board of directors of the company announced the notice of the extraordinary general meeting of shareholders on cninfo.com and the website of Shenzhen Stock Exchange, announcing the time and place of the general meeting of shareholders, the method of the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters within the legal period. After verification, lawyer Xinda believes that the convening procedure of the general meeting of shareholders of the company complies with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association. The general meeting of shareholders is convened by the 10th board of directors of the company, and its convener qualification meets the provisions of laws, regulations and the articles of association.
(II) convening of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 on March 2, 2022 in the conference room on the eighth floor of Haibin Huanqing building, 24 Futian Road, Futian District, Shenzhen. Mr. Huang Zhenguang, chairman of the board, presided over the meeting.
The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 2, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on March 2, 2022.
After verification, lawyer Xinda believes that the convening procedures of the general meeting of shareholders of the company comply with the relevant laws, regulations, normative documents such as the company law, the rules for the general meeting of shareholders, the implementation rules and the relevant provisions of the articles of association.
2、 Qualifications of the attendees of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the end of trading on Shenzhen Stock Exchange on February 24, 2022, and the business license or other supporting documents, identity documents of legal representative, identity documents of agent, etc. of the corporate shareholders attending the general meeting of shareholders; The qualification of the shareholders attending the on-site meeting was verified by the identity documents of the natural person shareholders and the identity documents of the shareholder’s agent attending the general meeting.
According to statistics, a total of 6 shareholders and agents entrusted by shareholders attended the general meeting of shareholders, representing 233334552 shares, accounting for 466009% of the total shares of the company. Among them, there are 3 shareholders and shareholder agents attending the on-site meeting, representing 169314753 shares, accounting for 338151% of the total shares of the company; According to the data provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders and shareholder agents participating in online voting within the effective time, representing 64019799 shares, accounting for 127859% 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 organization provided by the online voting system.
The shareholders and their proxies are qualified to vote at the shareholders’ meeting and have the right to participate in the meeting after verification.
(II) other personnel attending the general meeting of shareholders
Other personnel attending the shareholders’ meeting include the directors, supervisors, Secretary of the board of directors and other senior managers of your company and Xinda lawyers.
After verification, Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
According to the verification of Xinda lawyer, the matters considered at this shareholders’ meeting are the same as those listed in the notice of extraordinary shareholders’ meeting. The above matters were voted by on-site voting and online voting, and the votes were counted and monitored according to the procedures specified in the articles of association, and the voting results of on-site voting were announced on the spot, In addition, the votes of online voting and on-site voting are included in the total voting rights of this shareholders’ meeting. The voting of the proposal is as follows:
1. Review the proposal on the election of non independent directors of the 11th board of directors item by item
1.01 elect Huang Zhenguang as a non independent director of the 11th board of directors
Cumulative voting results: 204314803 votes were agreed, accounting for 875630% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706667 votes were approved, accounting for 991947% of the shares held by minority shareholders attending the meeting.
1.02 elect Bi Tianxiao as a non independent director of the 11th board of directors
Cumulative voting results: 204314773 votes were agreed, accounting for 875630% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706637 votes were approved, accounting for 991942% of the shares held by minority shareholders attending the meeting.
1.03 elect Chen Lan as a non independent director of the 11th board of directors
Cumulative voting results: 204314778 votes were agreed, accounting for 875630% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706642 votes were approved, accounting for 991943% of the shares held by minority shareholders attending the meeting.
1.04 elect Xiao Lei as a non independent director of the 11th board of directors
Cumulative voting results: 320176018 votes were agreed, accounting for 1372176% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706686 votes were approved, accounting for 991949% of the shares held by minority shareholders attending the meeting.
2. Review the proposal on the election of independent directors of the 11th board of directors item by item
2.01 elect Yu Xichun as an independent director of the 11th board of directors
Cumulative voting results: 204314785 votes were agreed, accounting for 875630% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706649 votes were approved, accounting for 991944% of the shares held by minority shareholders attending the meeting.
2.02 elect Li Qiulin as an independent director of the 11th board of directors
Cumulative voting results: 204314776 votes were agreed, accounting for 875630% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706640 votes were approved, accounting for 991943% of the shares held by minority shareholders attending the meeting.
2.03 elect Ren Guangming as an independent director of the 11th board of directors
Cumulative voting results: 291210663 votes were agreed, accounting for 1248039% of the total number of valid voting shares attending the meeting. The election result was elected.
Total voting of minority shareholders:
6706630 votes were approved, accounting for 991941% of the shares held by minority shareholders attending the meeting.
3. Deliberated and passed the proposal on electing Xu Xiaojiang as the supervisor of the 11th board of supervisors
Voting results: 204369253 shares were approved, accounting for 875864% of the effective voting shares; 28965299 opposition shares, accounting for 124136% of the effective voting shares; 0 shares abstained, accounting for 0.0000% of the number of effective voting shares. The result of the election is election.
Total voting of minority shareholders:
Agreed to 6761117 shares, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
After verification, lawyer Xinda believes that the voting procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association, which are legal and effective.
(II) voting results of the general meeting of shareholders
The matters considered at this shareholders’ meeting were effectively adopted. The minutes of the shareholders’ meeting were signed by the host and the directors, supervisors and Secretary of the board of directors attending the meeting. The shareholders or entrusted agents attending the shareholders’ meeting did not raise objections to the voting results.
After verification, Xinda lawyer believes that the voting result of the company’s general meeting of shareholders is legal and effective.
4、 Concluding observations
To sum up, after verification, lawyer Xinda believes that the convening procedures, convener qualifications and convening procedures of the general meeting of shareholders of your company comply with the relevant laws, regulations, normative documents and the articles of association, such as the company law, the rules for the general meeting of shareholders, the implementation rules and so on; The qualification of personnel attending the meeting is legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
(no text below)
(this page is the signature page of the legal opinion of Guangdong Xinda law firm on the second extraordinary general meeting of shareholders in Wedge Industrial Co.Ltd(000534) 2022 (Xinda Hui Zi [2022] No. 039))
Person in charge: Signature lawyer:
Lin Xiaochun, Peng Wenwen
Li Zizhu
specific date
