Guangdong Huashang law firm
About Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
21-25 / F, CTS building, 4011 Shennan Avenue, Futian District, Shenzhen 518048
21-25/F.,CTSTower,No.4011,ShenNanRoad,ShenZhen. P. C.518048 Tel. (86) 755-8302555; Fax.: (86)755-83025068,83025058
Website: http://www.huashang.cn.
Guangdong Huashang law firm
About Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130)
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") According to 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 Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) (hereinafter referred to as the "articles of association") of China Securities Regulatory Commission, Guangdong Huashang law firm (hereinafter referred to as the "exchange") accepts the entrustment of Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) (hereinafter referred to as the "company"), Appoint lawyers to attend and witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") held by the company on January 13, 2022, and issue the legal opinion of Guangdong Huashang law firm on Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the legal opinion").
In order to issue this legal opinion, our lawyers have reviewed the necessary documents and materials such as the announcement of the resolution of the 26th meeting of the sixth board of directors of Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) and the announcement of Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) on the notice of convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice"), and our handling lawyers attended the on-site meeting of the general meeting of shareholders, Participate in the verification of identity documents of on-site participants according to law, witness the whole process of convening, voting and forming resolutions of the general meeting of shareholders, and participate in the on-site supervision of voting votes of the general meeting of shareholders according to law.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts existing or occurring before the date of issuance of this legal opinion, the firm and its handling lawyers strictly perform their statutory duties, follow the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and compliant, and there are no false records, misleading statements or major omissions. The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders and submit it to Shenzhen stock exchange together with other announcement documents for review and announcement. The exchange and the handling lawyer shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the handling lawyers of the firm have verified and verified the important matters such as the convening and convening procedures, the qualifications of the convener and participants, voting procedures and results of the general meeting of shareholders, and hereby express their legal opinions as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) the shareholders' meeting was convened by the 6th board of directors of the company. On December 10, 2021, the 26th meeting of the sixth board of directors of the company decided to convene this general meeting of shareholders. On December 14, 2021, the board of directors of the company made a statement in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) The announcement on the resolution of the 26th meeting of the Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) sixth board of directors and the notice were published on the website. The notice specified the time, place and method of the shareholders' meeting, the meeting topics to be considered, the participants and the registration measures for attending the on-site meeting.
(II) the on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on Thursday, January 13, 2022 in the conference room of wal Industrial Park office building, Lanjing North Road, Pingshan District, Shenzhen. The meeting was presided over by Mr. Zhou Wenhe, chairman of the company. The time, place, content and agenda of the shareholders' meeting are consistent with the announcement.
(III) the online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange (voting time: 9:15-9:25 a.m., 9:30-11:30 and 13:00-15:00 p.m. on January 13, 2022) and the Internet voting system of Shenzhen Stock Exchange (voting time: any time from 9:15 a.m. to 15:00 p.m. on January 13, 2022).
After verification, our lawyers believe that the convening and convening procedures 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.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company.
(II) upon examination, the ID card of individual shareholder, shareholder account card / shareholding certificate, copy of business license of legal person shareholder (with official seal), unit shareholding certificate, power of attorney of legal person and the original ID card of attendees, as well as the ID card of entrusted agent, power of attorney, shareholder account card / shareholding certificate, A total of 13 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders, all of whom were registered shareholders of the company on the equity registration date of the general meeting of shareholders, i.e. January 7, 2022, representing 212723073 shares, accounting for 16.8841% of the total voting shares of the company.
(III) according to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, there are 11 shareholders voting through the online voting system during the online voting time, with 168425042 representative shares, accounting for 13.3681% of the total voting shares of the company (voting through the Internet is deemed to attend the general meeting of shareholders). (IV) the persons attending or attending the shareholders' meeting also include some directors, supervisors, senior managers and witness lawyers of the company.
After verification, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders are in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) the shareholders' meeting adopts the combination of on-site voting and online voting.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first valid voting result shall prevail.
(II) the on-site meeting of the general meeting of shareholders shall vote by open ballot. The shareholders and shareholders' agents attending the on-site meeting shall vote item by item on the proposals listed in the agenda of the general meeting of shareholders, and the voting results shall be announced on the spot after the scrutineers and tellers supervise, check and count the votes. Shenzhen Securities Information Co., Ltd. provides the number of votes and relevant statistical data through the online voting system. The company consolidated and counted the voting results through on-site and online voting.
(III) the voting results of this shareholders' meeting are as follows:
1. 381120815 shares were approved, accounting for 99.9928% of the total voting shares attending the meeting; Against 27300 shares, accounting for 0.0072% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares attending the meeting. The proposal on applying for comprehensive credit line in 2022 was considered and adopted.
2. 381120815 shares were approved, accounting for 99.9928% of the total voting shares attending the meeting; Against 27300 shares, accounting for 0.0072% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares attending the meeting. The proposal on canceling the provision of guarantee for wholly-owned subsidiaries was deliberated and adopted. 3. 381120815 shares were approved, accounting for 99.9928% of the total voting shares attending the meeting; Against 27300 shares, accounting for 0.0072% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares attending the meeting. The proposal on providing guarantee for the credit line of holding subsidiaries in 2022 was deliberated and adopted.
4. 177119756 shares were approved, accounting for 99.9119% of the total voting shares attending the meeting; Against 27300 shares, accounting for 0.0154% of the total voting shares attending the meeting; 128900 shares were abstained, accounting for 0.0727% of the total voting shares attending the meeting. The proposal on purchasing liability insurance for directors, supervisors and senior managers in 2022 was deliberated and adopted. Related shareholders have avoided voting.
The above proposals have been deliberated and adopted at the 26th meeting of the 6th board of directors held on December 10, 2021. Among them, proposal 4 on purchasing liability insurance for directors, supervisors and senior managers in 2022 has been deliberated and adopted at the 20th meeting of the 6th board of supervisors held on December 10, 2021. For details, please refer to securities times, China Securities News and cninfo.com (www.cn. Info. Com. CN), the information disclosure media designated by the company Announcements.
During the deliberation of major matters affecting the interests of small and medium-sized investors at the general meeting of shareholders, the votes of small and medium-sized investors (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies) have been counted separately, and the results of separate vote counting will be disclosed in the resolution announcement of the general meeting of shareholders.
The matters deliberated at this shareholders' meeting are consistent with those listed in the announcement and notice, and there is no case of deliberating and voting on matters not listed in the announcement. All proposals of the shareholders' meeting were passed. The directors attending the shareholders' meeting shall sign the minutes and resolutions of the meeting.
After verification, our lawyers believe that the voting procedures 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
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of the convener and participants, and the voting procedures of this general meeting of shareholders are in line with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the resolutions of this general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Guangdong Huashang law firm on the first extraordinary general meeting of shareholders in Shenzhen Woer Heat-Shrinkable Material Co.Ltd(002130) 2022)
Guangdong Huashang law firm
person in charge:
Tall tree
Handling lawyer:
Chen Xi
Zhou Yue
January 13, 2022
