34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
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about
Zhongshan Broad-Ocean Motor Co.Ltd(002249)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
To: Zhongshan Broad-Ocean Motor Co.Ltd(002249)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”), as a law firm qualified to practice as a lawyer in China, accepts the entrustment of Zhongshan Broad-Ocean Motor Co.Ltd(002249) (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”) Rules for the general meeting of shareholders of listed companies (hereinafter referred to as “rules for the general meeting of shareholders”), several provisions on strengthening the protection of the rights and interests of shareholders of social public shares (hereinafter referred to as “Several Provisions on the protection of shareholders\’ rights and interests”) and other relevant laws and regulations, This legal opinion is issued on relevant matters of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting of shareholders”).
In this legal opinion, the exchange only expresses legal opinions on relevant matters of this general meeting of shareholders based on the facts that have occurred or exist before the date of issuance of this legal opinion, the current effective laws, regulations and normative documents in China, and the articles of association of Zhongshan Broad-Ocean Motor Co.Ltd(002249) (hereinafter referred to as the “articles of association”).
The exchange has reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly.
The exchange hereby agrees that the company may take this legal opinion as the legal document for the announcement of the general meeting of shareholders and submit it to Shenzhen stock exchange for review and announcement together with other announcement documents.
In accordance with the requirements of the rules of shareholders’ meeting and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have verified and verified the documents and relevant facts provided by the company, and attended the shareholders’ meeting as nonvoting delegates. The legal opinions are as follows:
1、 Convening and convening of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 27, 2021, the 24th Meeting of the 5th board of directors of the company made a resolution and agreed to convene and convene the first extraordinary general meeting of shareholders in 2022. On December 28, 2021, the company announced the notice of Zhongshan Broad-Ocean Motor Co.Ltd(002249) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting”) on the website of Shenzhen Stock Exchange, securities times, Securities Daily, China Securities News and cninfo.com, and decided to hold the first extraordinary general meeting of shareholders in 2022 on January 13, 2022.
Upon review, the notice of the general meeting of shareholders includes the following main contents:
1. Basic information of the meeting, including the session of the general meeting of shareholders, convener, legality and compliance of the meeting, date and time of the meeting (on-site meeting time and online voting time), method of holding, equity registration date, participants and place of the meeting;
2. Matters to be considered at the meeting;
3. Proposal code;
4. Registration method for attending the on-site meeting, including registration method, registration time for attending the on-site meeting, registration method of shareholders in different places, meeting contact information, meeting expenses and special tips;
5. Identity authentication and voting procedures of shareholders participating in online voting.
Therefore, our lawyers believe that the time and method of the notice of shareholders’ meeting issued by the company comply with the provisions of laws, regulations and the articles of association, and the contents listed in the notice of shareholders’ meeting comply with the provisions of laws, regulations, the articles of association and the rules of shareholders’ meeting on the contents of the notice of shareholders’ meeting.
(II) online voting method
For this general meeting of shareholders, the company also provides shareholders with an online voting system. All shareholders of the company, including social public shareholders, can choose to vote on the spot or online to exercise their voting rights. The company has specified the time of online voting, the identity authentication and voting procedures of shareholders participating in online voting and the contents of matters to be considered in the notice of the general meeting of shareholders.
The company provides shareholders with the online voting system of the general meeting of shareholders, which complies with the relevant provisions of Several Provisions on the protection of shareholders’ rights and interests, the rules of the general meeting of shareholders and the articles of association.
(III) convening of the general meeting of shareholders
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Thursday, January 13, 2022 in the conference room of the technical center building of Guangfeng plant of the company in Shalang Guangfeng Industrial Zone, West District, Zhongshan City.
Online voting shall be conducted through the online voting platform of the trading system and Internet voting system of Shenzhen Stock Exchange on January 13, 2022 according to the time and method listed in the notice of the general meeting of shareholders.
The general meeting of shareholders was presided over by Mr. Lu Chuping, chairman of the company, in accordance with the relevant provisions of the articles of association on presiding over the general meeting of shareholders.
In conclusion, our lawyers believe that the convening and convening of the general meeting of shareholders 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.
2、 The qualifications of the convener and the personnel attending the general meeting of shareholders
(I) convener of the general meeting of shareholders
Upon the inspection of the lawyers of the firm, the convener of the general meeting of shareholders is the board of directors of the company, and has the legal qualification to convene the general meeting of shareholders.
(II) shareholders or agents entrusted by shareholders
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the equity registration date, the company and the lawyers of the exchange verified the qualifications of shareholders attending the on-site meeting, and registered the names (or names) of shareholders attending the on-site meeting of the general meeting of shareholders and the number of voting shares held by them.
According to the verification of the lawyers of the exchange, there are 8 shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders (representing 11 shareholders), representing 864865672 shares, accounting for 36.6375% of the total shares of the company (referring to the total share capital after deducting the repurchased shares in the special account for repurchasing shares of the company, the same below). The above persons are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date of the general meeting of shareholders or their authorized agents according to law. The relevant authorization procedures comply with the relevant provisions of laws, regulations, normative documents and the company’s charter.
In addition, a total of 57 shareholders voted through the online voting system during the online voting time, representing 31157338 shares, accounting for 1.3199% of the total shares of the company. Therefore, our lawyers believe that the shareholders attending the general meeting of shareholders or their legally authorized agents are legally qualified to attend the general meeting of shareholders.
(III) other attendees
In addition to our lawyers, other persons attending the meeting include:
1. Three directors attended the on-site meeting of the general meeting of shareholders, namely Lu Chuping, Peng Hui and Zhang Yunlong. Directors Zhang Zhouyun, Yu Jinsong, Liu Yihua, Hou Yu and Zheng Fuli attended the meeting through video conference. Upon inspection, the above directors are all current directors of the company and are legally qualified to attend the general meeting of shareholders.
2. There are 3 supervisors attending the shareholders’ meeting, namely Wang Jianbiao, Lan Jiang and Peng Weiwen. Upon inspection, the above-mentioned supervisors are the current supervisors of the company and have the legal qualification to attend the general meeting of shareholders.
3. A total of 4 senior managers attended the shareholders’ meeting, including Liu Ziwen, Xiong Jieming, Wu Xiaoyun and Liu Bo. Upon inspection, the above-mentioned senior managers are the current senior managers of the company and have the legal qualification to attend the general meeting of shareholders.
To sum up, our lawyers believe that the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders have legal qualifications and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Proposals considered at the general meeting of shareholders
According to the notice of the general meeting of shareholders, the proposals considered at the general meeting of shareholders are as follows:
1. Review the proposal on the employee stock ownership plan (Draft) and its summary of < Zhongshan Broad-Ocean Motor Co.Ltd(002249) "pilot plan phase I";
2. Review the proposal on the management measures for employee stock ownership plan of < Zhongshan Broad-Ocean Motor Co.Ltd(002249) "pilot plan phase I";
3. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan of the company’s “pilot plan phase I”.
After verification, the above proposals have been listed in the notice of the general meeting of shareholders. The general meeting of shareholders did not vote on the matters not listed in the notice of the general meeting of shareholders, the contents of the proposals were not changed, and the shareholders attending the general meeting did not put forward new proposals.
4、 Voting procedures and results of the general meeting of shareholders
(I) the number of shareholders voting at the general meeting of shareholders and the number of voting shares represented by them are 65 in total, representing 896023010 shares, accounting for 37.9574% of the total share capital of the company. Among them, 8 shareholders and agents entrusted by shareholders attended the on-site meeting (11 representatives of shareholders), representing 864865672 shares, accounting for 36.6375% of the total share capital of the company; A total of 57 shareholders and their entrusted agents participated in the online voting, representing 31157338 shares, accounting for 1.3199% of the total share capital of the company.
(II) counting of votes
When voting at the shareholders’ meeting, the shareholders attending the shareholders’ meeting unanimously elected Wang Jianbiao as the vote counter, Xiong Jieming, Wu Xiaoyun and the lawyer of the firm as the vote monitor, responsible for the counting and vote monitoring of on-site voting.
The counting of online voting is automatically completed by the trading system and Internet voting system of Shenzhen Stock Exchange.
(III) voting
The voting of this general meeting of shareholders includes on-site voting and online voting, both of which are voting by open ballot.
The online voting of the general meeting of shareholders is completed through the trading system of Shenzhen Stock Exchange and the Internet voting system. The online voting time 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 January 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 13, 2022. The above voting methods comply with the provisions on voting methods in the articles of association, the rules of the general meeting of shareholders and several provisions on the protection of shareholders’ rights and interests.
The shareholders and their representatives present at the meeting voted on the proposal included in the agenda of the general meeting of shareholders, and did not put it aside or refuse to vote for any reason.
(IV) voting results
There are three proposals included in the agenda of the shareholders’ meeting, and the voting results are as follows:
1. The proposal on the employee stock ownership plan (Draft) and its summary of < Zhongshan Broad-Ocean Motor Co.Ltd(002249) "pilot plan phase I" was considered and adopted
The total number of voting shares present at the meeting was 896023010, and 875095942 shares were agreed, accounting for 97.6644% of the total number of voting shares held by all shareholders present at the meeting; 20927068 opposed shares, accounting for 2.3356% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
The voting of small and medium-sized investors on the proposal was: 22607870 shares were agreed, accounting for 51.9304% of the shares held by small and medium-sized shareholders attending the meeting; 20927068 shares were opposed, accounting for 48.0696% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Review the proposal on the measures for the administration of employee stock ownership plan of < Zhongshan Broad-Ocean Motor Co.Ltd(002249) "pilot plan phase I"
The total number of voting shares present at the meeting was 896023010, and 875095942 shares were agreed, accounting for 97.6644% of the total number of voting shares held by all shareholders present at the meeting; 20927068 opposed shares, accounting for 2.3356% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
The voting of small and medium-sized investors on the proposal was: 22607870 shares were agreed, accounting for 51.9304% of the shares held by small and medium-sized shareholders attending the meeting; 20927068 shares were opposed, accounting for 48.0696% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan of the company’s “pilot plan phase I”
The total number of voting shares present at the meeting was 896023010, and 875095942 shares were agreed, accounting for 97.6644% of the total number of voting shares held by all shareholders present at the meeting; 20926668 opposed shares, accounting for 2.3355% of the total voting shares held by all shareholders attending the meeting; Abstain 400 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
The voting of small and medium-sized investors on the proposal is: agree to 22607,
