Beijing Tianyuan (Shenzhen) law firm
About Shenzhen Wote Advanced Materials Co.Ltd(002886)
Of the second extraordinary general meeting of shareholders in 2021
Legal opinion
Jtgz (2021) No. 717 to: Shenzhen Wote Advanced Materials Co.Ltd(002886)
Shenzhen Wote Advanced Materials Co.Ltd(002886) (hereinafter referred to as the "company") the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "general meeting") was held by combining on-site meeting and online voting. The on-site meeting was held in the company's conference room, 31 / F, block B, building 7, Shenzhen International Innovation Valley, Nanshan District, Shenzhen on December 22, 2021. Beijing Tianyuan (Shenzhen) law firm (hereinafter referred to as "the exchange") accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as "the Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as "the rules for the general meeting of shareholders") and the Shenzhen Wote Advanced Materials Co.Ltd(002886) articles of association (hereinafter referred to as the "articles of association") and other relevant provisions, this legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
For the purpose of issuing this legal opinion, Our lawyers reviewed the announcement on the resolution of the 8th meeting of the Shenzhen Wote Advanced Materials Co.Ltd(002886) Fourth Board of directors, the announcement on the resolution of the 8th meeting of the Shenzhen Wote Advanced Materials Co.Ltd(002886) Fourth Board of supervisors and the notice of Shenzhen Wote Advanced Materials Co.Ltd(002886) on convening the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "Notice of general meeting of shareholders") ）And other documents and materials deemed necessary by our lawyers, reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
The firm and its handling lawyers shall act in accordance with 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) And the facts that have occurred or exist before the date of issuance of this legal opinion, strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the issued concluding opinions are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it together with other announcement documents to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") for review and announcement, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On December 6, 2021, the eighth meeting of the Fourth Board of directors of the company decided to convene the shareholders' meeting, and issued the notice of shareholders' meeting through the designated information disclosure media on December 7, 2021. The notice of the general meeting of shareholders specifies the convener, time, method, participants, place, matters to be considered and voting method of the general meeting of shareholders.
The general meeting of shareholders was held by combining on-site meeting and online voting. The on-site meeting of the general meeting of shareholders was held at 15:00 on Wednesday, December 22, 2021 in the company's conference room on the 31st floor, block B, building 7, Shenzhen International Innovation Valley, Nanshan District, Shenzhen. It was presided over by Chairman Wu Xian and completed the notice of general meeting of shareholders All the agenda of the meeting contained in. The online voting of the general meeting of shareholders was conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange; The specific time for voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on December 22, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is from 9:15 to 15:00 on December 22, 2021.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(i) Qualification of personnel attending the general meeting of shareholders
A total of 21 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 115885725 voting shares of the company, accounting for 51.1471% of the total shares of the company, including:
1. According to the shareholder's shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate provided by the shareholders attending the company's on-site meeting, A total of 10 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 111226308 voting shares of the company, accounting for 49.0906% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 11 shareholders participated in the online voting of the general meeting of shareholders, holding 4659417 voting shares of the company, accounting for 2.0565% of the total shares of the company.
18 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) who individually or jointly hold more than 5% of the company's shares (hereinafter referred to as "small and medium-sized investors"), representing 6850722 voting shares of the company, accounting for 3.0236% of the total shares of the company.
In addition to the above shareholders and shareholders' representatives, the directors, supervisors and lawyers of the company attended the meeting, and the senior management attended the meeting as nonvoting delegates.
（2） Convener of this shareholders' meeting
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice of general meeting of shareholders.
The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided to the company by Shenzhen Securities Information Co., Ltd.
After combining the on-site and online voting results, the voting results of the proposal considered at the shareholders' meeting are as follows:
(i) About the company
<2021 年股票期权激励计划（草案）>
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 115885725 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 6850722 shares are agreed, accounting for 100.0000% of the shares held by small and medium-sized shareholders attending the meeting; 0 dissenting 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.
Voting result: adopted
（2） About the company
<2021 年股票期权激励计划实施考核管理办法>
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 115885725 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 6850722 shares are agreed, accounting for 100.0000% of the shares held by small and medium-sized shareholders attending the meeting; 0 dissenting 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.
Voting result: adopted
（3） Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 stock option incentive plan
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 115885725 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 6850722 shares are agreed, accounting for 100.0000% of the shares held by small and medium-sized shareholders attending the meeting; 0 dissenting 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.
Voting result: adopted
Accordingly, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid. (no text below this page)
(there is no text on this page, which is the signature page of legal opinions of Beijing Tianyuan (Shenzhen) law firm on Shenzhen Wote Advanced Materials Co.Ltd(002886) the second extraordinary general meeting of shareholders in 2021) person in charge of Beijing Tianyuan (Shenzhen) law firm (seal):
Li Yixing
Handling lawyer:
Mu Kuilin
Gu Mingzhu
Address: floor 8, block 3, Kerry construction Plaza, No. 1, Zhongxin 4th Road, Futian District, Shenzhen, zip code: 518048
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