Shanghai jintiancheng (Shenzhen) law firm
About Vatti Corporation Limited(002035)
Of the fourth extraordinary general meeting of shareholders in 2021
Legal opinion
Address: 22nd and 23rd floors, building 1, excellence Century Center, Fuhua Third Road, Futian Central District, Shenzhen
Tel: 0755-82816698 Fax: 0755-82816698
Shanghai jintiancheng (Shenzhen) law firm
About Vatti Corporation Limited(002035)
Of the fourth extraordinary general meeting of shareholders in 2021
Legal opinion
To: Vatti Corporation Limited(002035)
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as "the firm") is entrusted by Vatti Corporation Limited(002035) (hereinafter referred to as "the company") to hold the fourth extraordinary general meeting of shareholders in 2021 (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") This legal opinion is issued in accordance with 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 other laws, regulations, rules and normative documents, as well as the relevant provisions of the Vatti Corporation Limited(002035) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, The firm and its lawyers shall act 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) And other regulations, strictly performed their statutory duties, followed the principles of diligence and good faith, conducted necessary verification and verification on the relevant matters involved in the general meeting of shareholders, verified the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the on-site meeting of the general meeting of shareholders of the company. 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 this legal opinion, our lawyers only express their opinions on whether the qualifications of the convener, the convening and convening procedures, the qualifications of the personnel attending the general meeting, the voting procedures and voting results of the general meeting are in line with the company law, the rules of the general meeting and other laws, regulations, rules and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the published legal opinions according to law.
Therefore, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the general meeting of shareholders:
1、 Qualification of convener of this general meeting of shareholders and procedures for convening and convening
(i) Convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On December 5, 2021, the company held the 16th meeting of the 7th board of directors and decided to convene the shareholders' meeting.
The company has published in the securities times and cninfo on December 6, 2021（ http://www.cn.info.com..cn. ）The notice of Vatti Corporation Limited(002035) on convening the fourth extraordinary general meeting of shareholders in 2021 was issued, which specified the convener of the general meeting of shareholders Date and time of the meeting (including the date and time of the on-site meeting and the date and time of online voting), method of holding the meeting, date of equity registration, participants, place of the meeting, matters to be considered at the meeting, on-site meeting registration method, specific operation process of participating in Online voting, meeting contact person and contact information.
（2） Convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 15:00 on Wednesday, December 22, 2021 in the conference room on the fourth floor of the company's office building, No. 1, nanhhuayuan Road, Industrial Avenue, Xiaolan Town, Zhongshan City, Guangdong Province, presided over by Mr. Pan Yejiang, chairman of the board.
The general meeting of shareholders is held by combining on-site voting and online voting. The online voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 22, 2021; The time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on December 22, 2021.
After review, 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 securities law, the rules of the general meeting of shareholders and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(i) Shareholders attending the meeting and their proxies
After verification, there are 24 shareholders and shareholders' agents attending the general meeting, representing 285772397 voting shares, accounting for 33.7133% of the total shares of the company, including: 1. Shareholders and shareholders' agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders' meeting were found, and a total of 4 shareholders and shareholder representatives attended the on-site meeting of the shareholders' meeting, They are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon closing of Thursday, December 16, 2021. These shareholders hold 232475972 shares of the company, accounting for 27.4258% 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. Shareholders participating in online voting
According to the statistical table of online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 20 shareholders voted effectively through the online voting system, representing 53296425 voting shares, accounting for 6.2875% of the total shares of the company.
The identity of the above shareholders voting through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd. and the Internet voting system.
（2） Other persons attending the meeting
Upon verification by our lawyers, other persons attending and attending the general meeting of shareholders as nonvoting delegates are some directors, supervisors and senior managers of the company and our lawyers, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualifications of the attendees of the general meeting of shareholders of the company comply with the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of Association, which are legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
(i) The general meeting of shareholders deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the consolidated statistics of the voting results of on-site voting and online voting, the deliberation results of this shareholders' meeting are as follows:
Proposal on the company's application for comprehensive credit line from the bank in 2022
Voting results: 285390097 shares were approved, accounting for 99.8662% of the total number of valid voting shares held by shareholders attending the meeting; 382000 against and 300 abstained. The proposal was deliberated and passed. （2） Verified by our lawyers: the company is in accordance with the articles of Association The scrutineers and vote counters were elected in accordance with the provisions of the shareholders' meeting, and the voting results of the meeting were announced on the spot. Our lawyers witnessed the whole process of vote monitoring and counting at the on-site meeting of the shareholders' meeting; According to the statistical table of online voting results provided by Shenzhen Securities Information Co., Ltd. and the statistical table of voting results of the on-site meeting of the general meeting of shareholders, The proposal of this shareholders' meeting is based on the number of votes held by shareholders in accordance with the provisions of the company law and the articles of association (the sum of on-site voting and online voting) agreed to pass; the minutes of the general meeting of shareholders were signed by the directors, supervisors, Secretary of the board of directors and the host of the meeting; the shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders did not raise any objection to the voting results. After review, the lawyers of the firm believed that the voting procedures of the general meeting of shareholders were in line with the requirements The voting results are legal and valid in accordance with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, rules and normative documents, as well as the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualification, meeting attendance qualification and voting procedures of the fourth extraordinary general meeting of shareholders in 2021 are in line with the company law, securities law, rules of general meeting and other laws, regulations, rules and normative documents as well as the relevant provisions of the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the official seal of the office.
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(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng (Shenzhen) law firm on Vatti Corporation Limited(002035) the fourth extraordinary general meeting of shareholders in 2021)
Cao Rong
Handling lawyer of Shanghai jintiancheng (Shenzhen) law firm:
Takada cold beam
Principal: Handling lawyer:
December 21, 2021
