Guohao law firm (Hangzhou)
About
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
Guohao law firm (Hangzhou)
About
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
To: Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316)
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) is entrusted by Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting of shareholders”), the governance standards of listed companies (hereinafter referred to as the “governance standards”) Laws, regulations and normative documents such as 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 the provisions of Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) articles of Association (hereinafter referred to as the “articles of association”) issue legal opinions on relevant matters of this shareholders’ meeting.
In order to issue this legal opinion, our lawyers attended the general meeting of shareholders of the company as nonvoting delegates, reviewed the originals and copies of relevant documents of the general meeting of shareholders provided by the company, including but not limited to various agenda and relevant resolutions of the general meeting of shareholders of the company, and listened to the statements and explanations of the company on relevant facts. The company has promised the exchange that the documents and statements and explanations provided by the company 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 the exchange without any concealment or omission.
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. In this legal opinion, our lawyers only express their opinions on the legality and validity of the voting procedures and voting results of the general meeting of shareholders, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
This legal opinion is only for the purpose of witnessing this shareholders’ meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company’s general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue this legal opinion as follows:
1、 On the convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On February 14, 2022, the company held the 22nd Meeting of the Fourth Board of directors by means of communication, and deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. The board of directors of the company was posted on cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）The notice of Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) on convening the company’s first extraordinary general meeting in 2022 was published on the. The notice of the meeting stated the time, place, convener, voting method, deliberation items, attendees, registration method and contact information of the meeting, It explains that shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights. Due to the combination of on-site voting and online voting, the company also made clear the voting time, voting procedures and other related matters of online voting in the meeting notice.
The lawyer of the firm verified that the qualification of the convener of the company’s shareholders’ meeting, the time and method of meeting notice and the content of the notice comply with the provisions of the company law, the rules of shareholders’ meeting and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of shareholders’ meeting.
(II) convening of this general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on March 4, 2022 in the conference room on the second floor of the company, No. 500 Shunda Road, Linping District, Hangzhou, Zhejiang Province, presided over by Mr. He Jun, the director of the company.
2. The online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. The time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on March 4, 2022; The voting time through the Internet voting platform is from 9:15 to 15:00 on March 4, 2022.
After verification by the lawyers of the firm, the actual time and place of the shareholders’ meeting of the company and the contents of the proposals discussed are consistent with those contained in the notice of the meeting. The convening procedures of the shareholders’ meeting of the company comply with the provisions of the company law, the rules of the shareholders’ meeting and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the shareholders’ meeting.
2、 Qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are all shareholders holding the company’s shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors Senior management and witness lawyers employed by the company.
(I) shareholders and their proxies attending the general meeting of shareholders
According to the identity certificates, authorization certificates and relevant materials of shareholder registration of shareholders and shareholder agents attending the meeting, there are 11 shareholders and shareholder agents attending the meeting, representing 724606776 shares, accounting for 563250% of the total shares of the company.
According to the data provided by Shenzhen Securities Information Co., Ltd. and verified and confirmed by our lawyers, there were 20 shareholders voting through the online voting system during the online voting, representing 90748665 shares, accounting for 7.0541% of the total shares of the company.
A total of 31 shareholders attended the shareholders’ meeting on site and through the Internet, representing 815355441 shares of the company with voting rights, accounting for 633790% of the total voting shares of the company. Among them, there are 21 small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company) and their agents who participate in the general meeting of shareholders through on-site and online. The number of shares owned and represented is 90748765, accounting for 7.0541% of the total voting shares of the company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
Some directors, supervisors, senior managers and lawyers of the company also attended and attended the general meeting of shareholders as nonvoting delegates.
The lawyers of the firm verified that the shareholders, shareholders’ agents and other personnel attending and attending the general meeting of shareholders as nonvoting delegates comply with the provisions of the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents, articles of association and rules of procedure of general meeting of shareholders, and such shareholders, shareholders’ agents and other personnel are qualified to attend Qualification to attend the general meeting of shareholders as nonvoting delegates. The qualifications of those attending and non voting at the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. The general meeting of shareholders counted and monitored votes in accordance with the procedures specified in the articles of association and rules of procedure of the general meeting of shareholders, and counted the voting results. Online voting is conducted through the online voting system of the general meeting of shareholders of Shenzhen stock exchange according to the time period determined in the meeting notice. Shenzhen Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting to form the final voting results of the general meeting of shareholders, and announced the voting results on the spot.
(II) voting results
According to the voting conducted by the company’s shareholders and shareholders’ agents and the statistics of the voting results of the general meeting of shareholders, the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. Deliberated and passed the proposal on Amending the articles of Association
Voting results: 813609999 shares were approved, accounting for 997859% of the shares held by all shareholders attending the meeting; 1745442 shares opposed, accounting for 0.2141% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 89003323 shares were agreed, accounting for 980766% of the shares held by small and medium-sized shareholders attending the meeting; 1745442 shares opposed, accounting for 1.9234% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. The proposal on Amending the management system of raised funds was deliberated and adopted
Voting results: 757292507 shares were approved, accounting for 928788% of the shares held by all shareholders attending the meeting; Against 58062934 shares, accounting for 7.1212% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting was: 32685831 shares were agreed, accounting for 360179% of the shares held by small and medium-sized shareholders attending the meeting; Against 58062934 shares, accounting for 639821% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Proposal 1 deliberated at the general meeting of shareholders is a special resolution. It is passed when more than 2 / 3 of the total voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders agree. Other proposals are ordinary proposals, and it is passed when more than half of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders agree. The proposals considered at this shareholders’ meeting have carried out separate vote counting and announcement for small and medium-sized investors.
Based on the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
All the proposals considered at this shareholders’ meeting were passed.
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, the online voting rules and the articles of association, and the voting result is legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that:
The qualification of the shareholders’ meeting, the voting procedures and the voting procedures of the shareholders’ meeting are in accordance with the provisions of the company’s law, the rules for convening shareholders’ meeting and the voting procedures of the company’s laws and regulations, The voting results adopted at this shareholders’ meeting are legal and valid.
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Principal: Yan Huarong handling lawyer: Zhang Xueting
Shu Qing Chen
March 4, 2022
