Beijing Zhonglun (Shenzhen) law firm
About Qijing Machinery Co.Ltd(603677)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco
8-10 / F, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 3325 6666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Qijing Machinery Co.Ltd(603677)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Qijing Machinery Co.Ltd(603677) (your company)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as the “firm”) accepts the entrustment of your company in accordance with the relevant provisions of 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 articles of association of Qijing Machinery Co.Ltd(603677) Co., Ltd. (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, Appoint a lawyer (hereinafter referred to as “our lawyer”) to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”), witness the legitimacy of important matters such as the procedures for convening and convening the general meeting of shareholders, the qualifications of conveners, the qualifications of participants, voting procedures and voting results, and issue legal opinions according to law. Affected by the epidemic of pneumonia caused by New Coronavirus, the lawyers appointed by the Institute witnessed the shareholders\’ meeting through video.
The lawyer of the firm has obtained the following guarantee from the company: the company has provided and disclosed all the documents and facts that the lawyer of the firm considers necessary for the issuance of this legal opinion, all the documents and explanations (including written and oral) provided by the company are true, accurate and complete, and the copies or copies of the documents provided are consistent with the original
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, We will not express any opinion on the contents of the proposals considered at the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the relevant legal issues of the shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
After verification, the general meeting of shareholders was convened by the board of directors of your company, which was held on the website of Shanghai Stock Exchange on December 24, 2021（ http://www.sse.com.cn./ ）And publish Qijing Machinery Co.Ltd(603677) notice on convening the first extraordinary general meeting of shareholders in 2022 on the designated information disclosure media, The board of directors of your company has reported the basic information of the shareholders’ meeting 15 days before the shareholders’ meeting (type and session of the meeting, convener of the meeting, voting method, date, time and place of the on-site meeting, online voting system, start and end date and voting time, margin trading, refinancing, agreed repurchase business account, voting procedures of Shanghai Stock connect investors and public solicitation of shareholders’ voting rights), matters considered at the meeting, matters needing attention to voting at the general meeting of shareholders The attendees, registration methods and other matters of the meeting shall be announced.
The shareholders’ meeting adopts a combination of on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on January 11, 2022 in conference room 1, Meiqiao factory, No. 1 company, Sansheng East Road, Ninghai County, Ningbo City, Zhejiang Province. The specific time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 11, 2022, and the specific time for voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on January 11, 2022.
After verification, the time, place, method and content of the shareholders’ meeting are consistent with those of the announcement. To sum up, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 The qualifications of the convener of the general meeting of shareholders and those attending the meeting
(I) the general meeting of shareholders is convened by the board of directors of your company. The board of directors of the company is qualified to convene this general meeting of shareholders.
(II) qualification of attendees of the general meeting of shareholders
A total of 9 shareholders (or their proxies) of your company participated in the on-site meeting and online voting of the general meeting of shareholders, representing 99072598 voting shares, accounting for 66.7993% of the total voting shares of the company (four decimal places are reserved in this legal opinion, and if there is a tail difference, it is the reason for rounding).
Among them, 8 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders of your company, representing 99038298 voting shares, accounting for 66.7761% of the total voting shares of the company
According to the statistical results obtained by your company through Shanghai Stock Exchange Information Network Co., Ltd., your company has a total of one shareholder participating in online voting through the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai Stock Exchange, representing 34300 voting shares, accounting for 0.0231% of the total voting shares of the company.
The qualification of shareholders participating in online voting has been certified by the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai Stock Exchange.
The directors, supervisors and senior managers of your company attended or attended the general meeting of shareholders as nonvoting delegates.
It is verified that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
(I) after verification, the matters considered at this shareholders’ meeting are consistent with those listed in the announcement, and there is no case of considering and voting on matters not listed in the announcement.
(II) after verification, the general meeting of shareholders will vote by means of a combination of on-site open voting and online voting. The on-site meeting will monitor, check and count the votes in accordance with the provisions of the articles of association. After the final voting results are combined with the online voting results, they will be published.
(III) the following proposals were considered and adopted at the general meeting of shareholders:
1. Proposal on Amending the management system of raised funds
Voting status of this proposal: 99072598 affirmative votes, accounting for 100% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; 0 negative votes, accounting for 0% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; There are 0 abstention shares, accounting for 0% of the valid voting shares represented by the shareholders and entrusted agents attending the meeting.
Voting of minority shareholders attending the meeting: 14142940 shares were agreed, accounting for 100% of the shares held by minority shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result of this proposal: the affirmative vote accounted for more than half of the valid voting shares represented by the shareholders attending the meeting and the entrusted agent, and the matter was voted through.
2. Proposal on the company’s application for comprehensive credit line from the bank
Voting status of this proposal: 99072598 affirmative votes, accounting for 100% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; 0 negative votes, accounting for 0% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; There are 0 abstention shares, accounting for 0% of the valid voting shares represented by the shareholders and entrusted agents attending the meeting.
Voting of minority shareholders attending the meeting: 14142940 shares were approved, accounting for 100% of the shares held by minority shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result of this proposal: the affirmative vote accounted for more than half of the valid voting shares represented by the shareholders attending the meeting and the entrusted agent, and the matter was voted through.
3. Proposal on the expected amount of foreign exchange hedging business in 2022
Voting status of this proposal: 99072598 affirmative votes, accounting for 100% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; 0 negative votes, accounting for 0% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; There are 0 abstention shares, accounting for 0% of the valid voting shares represented by the shareholders and entrusted agents attending the meeting.
Voting of minority shareholders attending the meeting: 14142940 shares were agreed, accounting for 100% of the shares held by minority shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result of this proposal: the affirmative vote accounted for more than half of the valid voting shares represented by the shareholders attending the meeting and the entrusted agent, and the matter was voted through.
4. Proposal on closing or terminating some convertible bond investment projects of the company and permanently replenishing the remaining raised funds with working capital
Voting status of this proposal: 99072598 affirmative votes, accounting for 100% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; 0 negative votes, accounting for 0% of the valid voting shares represented by shareholders attending the meeting and entrusted agents; There are 0 abstention shares, accounting for 0% of the valid voting shares represented by the shareholders and entrusted agents attending the meeting.
Voting of minority shareholders attending the meeting: 14142940 shares were agreed, accounting for 100% of the shares held by minority shareholders attending the meeting; No objection shares, accounting for 0% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result of this proposal: the affirmative vote accounted for more than half of the valid voting shares represented by the shareholders attending the meeting and the entrusted agent, and the matter was voted through.
5. Proposal on by election of shareholder representative supervisors of the third board of supervisors of the company
5.1 proposal on by election of Wang Bing as the shareholder representative supervisor of the third board of supervisors of the company
The voting results of this proposal are as follows: 99038303 affirmative votes, accounting for 99.9654% of the valid voting shares represented by the shareholders and entrusted agents attending the meeting.
Among them, the voting situation of minority shareholders attending the meeting is: 14108645 shares, accounting for 99.7575% of the effective voting shares represented by minority shareholders and entrusted agents attending the meeting.
Voting result of this proposal: the affirmative vote accounted for more than half of the valid voting shares represented by the shareholders attending the meeting and the entrusted agent, and the matter was voted through.
In conclusion, the voting procedures and voting methods of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of laws and regulations, normative documents and the articles of association, and the qualifications of the convener and the participants, voting procedures and voting results of the general meeting of shareholders are legal and effective.
This legal opinion is made in quadruplicate.
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(this page is the signature page of the legal opinion of Beijing Zhonglun (Shenzhen) law firm on Qijing Machinery Co.Ltd(603677) the first extraordinary general meeting of shareholders in 2022)
Beijing Zhonglun (Shenzhen) law firm (seal)
Principal: Handling lawyer:
Lai Jihong, Cui Hongchuan
Handling lawyer:
Long Zitao
