About Zhejiang Meida Industrial Co.Ltd(002677)
Of the 2021 annual general meeting
Legal opinion
T&C Law Firm
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T&C Law Firm
About Zhejiang Meida Industrial Co.Ltd(002677)
Of the 2021 annual general meeting
Legal opinion
Document No.: tcyjs2022h0530 to: Zhejiang Meida Industrial Co.Ltd(002677)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), 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 and other laws, regulations and normative documents of the China Securities Regulatory Commission, and the Zhejiang Meida Industrial Co.Ltd(002677) articles of Association (hereinafter referred to as the “articles of association”) According to the rules of procedure of Zhejiang Meida Industrial Co.Ltd(002677) general meeting of shareholders (hereinafter referred to as “the rules”), Zhejiang Tiance law firm (hereinafter referred to as “the firm”) accepts the entrustment of Zhejiang Meida Industrial Co.Ltd(002677) (hereinafter referred to as ” Zhejiang Meida Industrial Co.Ltd(002677) ” or “the company”) to appoint Jin Zhen and Jin Jin Jin lawyer to attend the Zhejiang Meida Industrial Co.Ltd(002677) 2021 annual general meeting of shareholders, including the convening and convening procedures of the general meeting of shareholders, the qualification of participants, the voting method The legality and effectiveness of the voting procedure have been carefully examined, and this legal opinion has been issued.
This legal opinion is only for the purpose of Zhejiang Meida Industrial Co.Ltd(002677) 2021 annual general meeting of shareholders. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of Zhejiang Meida Industrial Co.Ltd(002677) this shareholders’ meeting.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the Zhejiang Meida Industrial Co.Ltd(002677) 2021 annual general meeting of shareholders, and conducted necessary verification and verification on the relevant matters and documents involved in Zhejiang Meida Industrial Co.Ltd(002677) this general meeting of shareholders. Now they issue legal opinions as follows: I. procedures for convening and convening this general meeting of shareholders
(I) after verification by our lawyers, Zhejiang Meida Industrial Co.Ltd(002677) this shareholders’ meeting was proposed and convened by the board of directors, and the notice of convening this shareholders’ meeting was announced on relevant media and websites on April 8, 2022.
According to the notice of Zhejiang Meida Industrial Co.Ltd(002677) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) announced by Zhejiang Meida Industrial Co.Ltd(002677) announcement, the matters submitted to the general meeting of shareholders for deliberation are:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Annual report 2021 and its summary;
4. Financial statement report of 2021;
5. 2021 profit distribution plan;
6. Proposal on using idle self owned funds for cash management;
7. Proposal on re employment of audit institutions;
8. Proposal on Amending the articles of Association;
9. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company;
10. Proposal on Amending the rules of procedure of the board of directors of the company;
11. Proposal on Amending the company system;
12. Proposal on the remuneration scheme of directors in 2022.
(II) according to the notice of the meeting, the relevant information of the meeting is as follows:
This meeting adopts the combination of on-site meeting voting and online voting.
The on-site meeting will be held at 2:00 p.m. on Friday, April 29, 2022 in Zhejiang Meida Industrial Co.Ltd(002677) conference room (address: No. 81, tanqiao, Yuanhua Town, Haining City, Zhejiang Province).
Online voting time: the specific time for voting through the Shenzhen stock exchange system and the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. – 3:00 p.m. on April 29, 2022.
(III) after verification by the lawyers of the exchange, the general meeting of shareholders has been held in accordance with the time, place, method and procedure of the announcement. The topics and related matters discussed at the general meeting of shareholders have been listed and disclosed in the notice of the meeting, which is in line with the provisions of laws, regulations, the articles of association and the rules of procedure. 2、 Qualification of attendees of the general meeting of shareholders
According to the company law, the securities law, the articles of association and the rules of procedure and the notice of the shareholders’ meeting, the persons attending the shareholders’ meeting are:
Shareholders and their agents. According to the notice of the meeting, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at this extraordinary general meeting by the afternoon closing of Thursday, April 21, 2022; Shareholders who cannot attend the on-site meeting in person may authorize others to attend on their behalf (the authorized person does not have to be a shareholder of the company), or participate in online voting during online voting time.
After verification, according to the register of shareholders of Zhejiang Meida Industrial Co.Ltd(002677) as of the closing of the market on the afternoon of April 21, 2022 (Thursday), the identity certificates and authorization certificates provided by the shareholders and their agents attending the meeting, 22 shareholders and their agents attended the general meeting, representing 427094519 shares in total, accounting for 661084% of the total principal of Zhejiang Meida Industrial Co.Ltd(002677) shares. Among them, 7 shareholders and shareholders’ agents attended the on-site meeting, representing 423037738 shares, accounting for 654805% of the total Zhejiang Meida Industrial Co.Ltd(002677) share capital; According to the data provided by Shenzhen Securities Information Co., Ltd., 15 shareholders voted online, representing 4056781 shares, accounting for 0.6279% of the total Zhejiang Meida Industrial Co.Ltd(002677) share capital.
Among the shareholders and shareholders’ agents attending the shareholders’ meeting, there are 15 small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company), representing 4056781 shares, accounting for 0.6279% of the total Zhejiang Meida Industrial Co.Ltd(002677) share capital.
Based on the above verification, our lawyers believe that the qualifications of Zhejiang Meida Industrial Co.Ltd(002677) shareholders and shareholders’ agents attending the meeting meet the provisions of relevant laws and regulations, the articles of association and the rules of procedure, and have the right to review and vote on the proposals of the meeting.
3、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the topics of the meeting by combining on-site voting and online voting in accordance with the voting procedures specified in laws, regulations, the articles of association and the rules of procedure, monitored the votes in accordance with the procedures specified in the articles of association and the rules of procedure, and announced the voting results on the spot. The shareholders and their proxies present at the meeting raised no objection to the voting results. The voting of each proposal is as follows:
(I) the shareholders attending the meeting and their proxies deliberated and adopted the work report of the board of directors in 2021 by 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (II) the shareholders attending the meeting and their proxies reviewed and approved the work report of the board of supervisors in 2021 by 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (III) shareholders attending the meeting and their proxies deliberated and adopted the annual report for 2021 and its summary by 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (IV) the shareholders attending the meeting and their proxies reviewed and approved the 2021 annual financial statement with 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (V) the shareholders attending the meeting and their proxies reviewed and approved the profit distribution plan for 2021 by 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (VI) shareholders attending the meeting and their proxies considered and adopted the proposal on cash management with idle self owned funds by 424981518 shares (accounting for 995053% of the voting shares attending the meeting), 2111101 shares (accounting for 0.4943% of the voting shares attending the meeting) and 1900 shares (accounting for 0.0004% of the voting shares attending the meeting).
(VII) the shareholders attending the meeting and their proxies considered and adopted the proposal on renewing the appointment of the audit institution with 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting). (VIII) the shareholders attending the meeting and their proxies considered and adopted the proposal on Amending the articles of association by 423104738 shares (accounting for 990659% of the voting shares attending the meeting), 3987881 shares (accounting for 0.9337% of the voting shares attending the meeting) and 1900 shares (accounting for 0.0004% of the voting shares attending the meeting).
(IX) the shareholders attending the meeting and their proxies considered and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders by 423104738 shares (accounting for 990659% of the voting shares attending the meeting), 3987881 shares (accounting for 0.9337% of the voting shares attending the meeting) and 1900 shares (accounting for 0.0004% of the voting shares attending the meeting).
(x) the shareholders attending the meeting and their proxies considered and adopted the proposal on Amending the rules of procedure of the board of directors by 423104738 shares (accounting for 990659% of the voting shares attending the meeting), 3987881 shares (accounting for 0.9337% of the voting shares attending the meeting) and 1900 shares (Accounting for 0.0004% of the voting shares attending the meeting).
（11） The shareholders attending the meeting and their proxies deliberated and adopted the proposal on Amending the company system with 423104738 shares (accounting for 990659% of the voting shares attending the meeting), 3987881 shares (accounting for 0.9337% of the voting shares attending the meeting) and 1900 shares (accounting for 0.0004% of the voting shares attending the meeting).
（12） The shareholders attending the meeting and their proxies deliberated and adopted the proposal on the remuneration scheme of directors in 2022 by 427092619 shares (accounting for 999996% of the voting shares attending the meeting), 0 shares against (accounting for 0.0000% of the voting shares attending the meeting) and 1900 shares abstaining (accounting for 0.0004% of the voting shares attending the meeting).
According to the provisions of the articles of association and the rules of procedure, after the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting. According to the voting results, the proposals deliberated at this meeting were passed by the shareholders attending the meeting and their agents with the votes in accordance with the articles of association and rules of procedure. The shareholders’ meeting did not vote on matters not listed in the meeting notice.
The voting procedure of this general meeting of shareholders is legal and effective. 4、 Concluding observations
Lawyers of the firm believe that Zhejiang Meida Industrial Co.Ltd(002677) the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and the voting procedures of the meeting are in line with the provisions of laws and regulations, the articles of association and the rules of procedure; The voting result is legal and valid.
This legal opinion is issued on April 29, 2002.
This legal opinion is made in three originals without copies.
[this page is the signature page of the legal opinion of Zhejiang Meida Industrial Co.Ltd(002677) 2021 annual general meeting of shareholders (Document No.: tcyjs2022h0530)]
T&C Law Firm
Person in charge: Zhang Jingzhong
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