Beijing Jindu (Hangzhou) law firm
About Zjamp Group Co.Ltd(002758) the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zjamp Group Co.Ltd(002758)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as the firm) is entrusted by Zjamp Group Co.Ltd(002758) (hereinafter referred to as the company), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special administrative region, Macao Special Administrative Region and Taiwan) In accordance with the relevant provisions of the regulations and normative documents and the current effective Zjamp Group Co.Ltd(002758) articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on March 16, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders. In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The current effective articles of association of the company;
2. The company was published in the securities times and cninfo (www.cn. Info. Com. CN.) on March 1, 2022 Announcement on the resolution of the 20th meeting of the Fourth Board of directors of Zjamp Group Co.Ltd(002758) the company;
3. The company was published in the securities times and cninfo.com on March 1, 2022 Announcement on the resolution of the 17th meeting of Zjamp Group Co.Ltd(002758) the Fourth Board of supervisors;
4. The company was published in the securities times and cninfo.com on March 1, 2022 Notice of Zjamp Group Co.Ltd(002758) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders);
5. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
9. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The legal notice of this meeting shall be submitted together with other legal documents of this meeting. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On February 28, 2022, the 20th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022. The specific contents shall be subject to the notice of the general meeting of shareholders disclosed by the company.
On March 1, 2022, the company made an announcement in the form of securities times and cninfo (www.cn. Info. Com. CN.) And other information disclosure media designated by the CSRC published the notice of the general meeting of shareholders. The second extraordinary general meeting of shareholders of the company in 2022 will be held on March 16, 2022.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Wednesday, March 16, 2022 in the conference room on the 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, 768 Jianghong Road, Binjiang District, Hangzhou.
3. The 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 March 16, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 16, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders' meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for 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
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificates of corporate shareholders attending the shareholders' meeting, the certificates or power of attorney of legal representative, as well as the shareholding certificates, personal identity certificates, power of attorney and identity certificates of natural person shareholders attending the shareholders' meeting, It is confirmed that there are 16 shareholders and shareholders' agents attending the company's general meeting, representing 316392766 voting shares, accounting for 629458% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 17 shareholders participated in the online voting of the general meeting of shareholders, representing 19146233 voting shares, accounting for 3.8091% of the total voting shares of the company;
Among them, there are 21 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 24972753 voting shares, accounting for 4.9683% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 33, representing 335538999 voting shares, accounting for 667549% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included the company's directors, supervisors and the Secretary of the board of directors, as well as the lawyers of the firm, the general manager and other senior managers of the company attended the on-site meeting of the shareholders' meeting as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders' meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders' meeting are consistent with the notice of shareholders' meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the company's external guarantee limit and approval authority in 2022 are as follows:
Voting results: 335410599 shares were approved, accounting for 999617% of the total voting shares of shareholders and proxy representatives attending the meeting; Against 128400 shares, accounting for 0.0383% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors were: 24844353 shares were agreed, accounting for 994858% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 128400 shares, accounting for 0.5142% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the proposal on the company's bill pool business in 2022 are as follows:
Voting results: 328311949 shares were approved, accounting for 978461% of the total voting shares of shareholders and proxy representatives attending the meeting; Against 7227050 shares, accounting for 2.1539% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors were: 17745703 shares were agreed, accounting for 710603% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 7227050 shares, accounting for 289397% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. The voting results of the proposal on the prediction of the company's daily connected transactions in 2022 are as follows:
Voting results: 89075424 shares were approved, accounting for 998548% of the total voting shares of shareholders and proxy representatives attending the meeting; Against 128400 shares, accounting for 0.1439% of the total voting shares of shareholders and proxy representatives attending the meeting; 1100 shares abstained, accounting for 0.0012% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors were: 2484325 shares were agreed, accounting for 994814% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 128400 shares, accounting for 0.5142% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 1100 shares, accounting for 0.0044% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
In consideration of this proposal, Zhejiang Agricultural Holding Group Co., Ltd., Zhejiang Xinghe Group Co., Ltd., Zhejiang Shaoxing Huatong Trading Group Co., Ltd., Zhejiang Xinghe Venture Capital Co., Ltd., Bao Zhonghai, Lin Changbin, Qian mushui and Chen Zhihao, as related shareholders, avoided voting.
4. About the company in 2022
