Beijing Jindu (Hangzhou) law firm
About Zjamp Group Co.Ltd(002758) the first 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) accepts the entrustment of Zjamp Group Co.Ltd(002758) (hereinafter referred to as the company), 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) According to the regulations, normative documents and relevant provisions of the current effective articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on January 10, 2022, and issue 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.com.cn on December 24, 2021 Announcement of Zjamp Group Co.Ltd(002758) the resolution of the 18th meeting of the Fourth Board of directors;
3. The company was published in the securities times and cninfo.com (www.cn. Info. Com. CN.) on December 24, 2021 Announcement on Zjamp Group Co.Ltd(002758) the resolution of the 15th meeting of the Fourth Board of supervisors;
4. The company was published in the securities times and cninfo.com.cn on December 24, 2021 Notice of Zjamp Group Co.Ltd(002758) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting of shareholders);
5. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
6. Registration records and voucher 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 company’s general meeting of shareholders and the announcement 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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 exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to 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 the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 23, 2021, the 18th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first 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 December 24, 2021, 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 date of the first extraordinary general meeting of shareholders in 2022 is January 10, 2022.
(II) convening of the general meeting of shareholders
1. The 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 13:30 p.m. on Monday, January 10, 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. Online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 10, 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 January 10, 2022.
After verification by our lawyers, 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、 Qualifications of personnel attending the shareholders’ meeting and Convener
(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 certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 10 shareholders and shareholders’ agents attending the company’s general meeting, representing 312661696 voting shares, accounting for 64.0709% 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., 16 shareholders participated in the online voting of the general meeting of shareholders, representing 30158049 voting shares, accounting for 6.1800% of the total voting shares of the company;
Among them, there are 18 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 34003499 voting shares, accounting for 6.9680% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the general meeting of shareholders is 26, representing 342819745 voting shares, accounting for 70.2510% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included the company’s directors, supervisors, Secretary of the board of directors, lawyers of the firm, the company’s manager and other senior managers.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications 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 the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the 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 amendment to the original proposal or addition of new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general 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 shareholders’ meeting
Witnessed by our lawyers, the following proposals were considered and adopted at the shareholders’ meeting in accordance with laws, administrative regulations, rules of shareholders’ meeting and the articles of association:
1. The voting results of the proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary are as follows:
Voting results: 337125175 shares were approved, accounting for 98.8805% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 3816900 shares opposed, accounting for 1.1195% of the total voting shares of shareholders and shareholders’ 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: 30186599 shares were agreed, accounting for 88.7750% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 3816900 shares, accounting for 11.2250% 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.
As a related shareholder, Lin Changbin avoided voting on the deliberation of this proposal.
2. The voting results of the proposal on the management measures for the implementation and evaluation of the company’s restricted stock incentive plan in 2021 are as follows:
Voting results: 337125175 shares were approved, accounting for 98.8805% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 3816900 shares opposed, accounting for 1.1195% of the total voting shares of shareholders and shareholders’ 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: 30186599 shares were agreed, accounting for 88.7750% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 3816900 shares, accounting for 11.2250% 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.
As a related shareholder, Lin Changbin avoided voting on the deliberation of this proposal.
3. The voting results of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 are as follows:
Voting results: 337115175 shares were approved, accounting for 98.8776% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 3826900 shares, accounting for 1.1224% of the total voting shares of shareholders and shareholders’ 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: 30176599 shares were agreed, accounting for 88.7456% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 3826900 shares were opposed, accounting for 11.2544% 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.
As a related shareholder, Lin Changbin avoided voting on the deliberation of this proposal.
4. The voting results of the proposal on the extension of some raised investment projects of the company are as follows:
Voting results: 342721045 shares were approved, accounting for 99.9712% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 16900 shares, accounting for
