dentons. cn. Beijing Dacheng Law Firm
About No. 9 Co., Ltd
Of the 2021 annual general meeting
Legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, No. 10, Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie
Chaoyang District, 100020, Beijing, China
Tel: +86 1058137799 Fax: +86 1058137788
dentons. cn. Beijing Dacheng Law Firm
About No. 9 Co., Ltd
Of the 2021 annual general meeting
Legal opinion
To: ninebot Limited
Beijing Dacheng Law Firm (hereinafter referred to as "the firm") has accepted the entrustment of ninebot Limited (hereinafter referred to as "the company") to appoint lawyers Zhu xuqi and Li Jian of the firm to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting of shareholders"), In accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and other currently effective laws, regulations and normative documents, as well as the company and the depositary China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
The deposit agreement of No. 9 limited company signed by the company (hereinafter referred to as the "depositary") on July 16, 2020
In accordance with the provisions of the certificate deposit agreement (hereinafter referred to as the "deposit agreement"), the amended and restated memorandum and articles of association of No. 9 Co., Ltd. (hereinafter referred to as the "articles of association") and the rules of procedure of the general meeting of shareholders of ninebot Limited (hereinafter referred to as the "rules of procedure of the general meeting of shareholders"), we witnessed the general meeting of shareholders and issued this legal opinion.
The premise for our lawyers to issue this legal opinion is that all documents and copies provided by the company to our lawyers are true and valid; The originals and copies of the business license, resident ID card, power of attorney and other documents presented by the shareholders and their representatives to the lawyers of the firm are true and valid.
Our lawyers only express legal opinions on the convening of the general meeting of shareholders, the convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures, the voting results and the legitimacy of the resolutions of the meeting, and do not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in the proposals. The exchange agrees that the company will announce this legal opinion together with other information disclosure materials of the general meeting of shareholders, and be responsible for the legal opinions issued by the exchange according to law.
In accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence of the lawyer industry, our lawyers express the following legal opinions on this shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
dentons. cn. The company held the 21st Meeting of the first board of directors on April 25, 2022, which was deliberated and adopted
Proposal on convening the 2021 annual general meeting of shareholders. On April 26, 2022, the company was established in Shanghai Securities
Website of the exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News, securities times and Securities Daily published the notice of No. 9 Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the meeting"). The notice of the meeting lists the convener, date, time and place of the shareholders' meeting, matters to be considered at the meeting, matters needing attention for the voting of depositary receipts holders, participants of the meeting, meeting registration method, contact name and telephone number, etc.
The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on May 18, 2022 in the west of Haidian District, Beijing
Building A4, Dongsheng science and Technology Park, No. 66 Xiaokou road Beijing Centergate Technologies (Holding) Co.Ltd(000931) was held. The meeting was presided over by Mr. Gao Lufeng, chairman of the board. The voting time of the general meeting of shareholders through the voting platform of the trading system of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The time of voting through the Internet platform is 9:15-15:00 on the day of the general meeting of shareholders. The time, place and content of this shareholders' meeting are consistent with those listed in the notice of meeting.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations and normative documents such as the securities law, the rules of general meeting of shareholders and the articles of association and the rules of procedure of general meeting of shareholders, which are legal and effective.
2、 Qualification of personnel and convener attending the general meeting of shareholders
After verification, the identity certificates, power of attorney, register of shareholders and other relevant materials of the shareholders and their agents attending the on-site meeting of the general meeting of shareholders are found. One shareholder and agent attending the general meeting of shareholders is ICBC (Asia) nominee limited.
According to the notice of the meeting of the depositary agreement and the notice of the depositary Industrial And Commercial Bank Of China Limited(601398) on soliciting the voting intention of the holders of depositary receipts at the 2021 annual general meeting of shareholders of No. 9 Co., Ltd., the holders of depositary receipts registered in Shanghai Branch of China depository and Clearing Corporation Limited who intend to exercise the voting right of the basic common shares corresponding to the depositary receipts must give voting instructions to the depositary through the online voting system.
The depositor will send the collected voting results to the overseas custodian, who will transmit the voting results to the company, and the authorized representative of the shareholders will fill in the voting votes according to the above voting intention results to complete the voting. If the holders of depositary receipts do not participate in the solicitation of voting intention or give voting instructions to the depositor, the basic ordinary shares corresponding to the depositary receipts held by the holders of such depositary receipts shall be deemed not to have attended the shareholders' meeting, and the basic ordinary shares corresponding to the depositary receipts held by them shall not be included in the voting held by the shareholders attending the shareholders' meeting
dentons. cn. Weight calculation.
According to the voting results transmitted by the overseas custodian to the company, the depositary participates in soliciting the voting intention and giving voting instructions to the depositary through the online voting system of the general meeting of shareholders of Shanghai stock exchange during the online voting time
There are 18 certificate holders in total, representing 410727647 depositary receipts, including class a common shares
22918108 shares, 18154657 class B ordinary shares (special voting shares).
To sum up, the shareholders' representatives present at the meeting exercised 113691393 voting rights (including those present at the meeting)
Class a ordinary shareholders exercise 22918108 voting rights, and class B ordinary shareholders attending the meeting (special)
(shareholders with different voting rights) exercise 90773285 votes, accounting for 792786% of the company's voting rights
The number of voting rights exercised by the shareholders of class a ordinary shares accounts for 159811% of the company's voting rights, and the number of class B ordinary shares accounts for 159811%
The number of voting rights exercised by shareholders (shareholders with special voting rights) accounts for 632975% of the company's voting rights).
After verification by the lawyers of the exchange, other personnel attending the general meeting of shareholders are directors, senior managers, lawyers of the exchange and other persons of shareholders.
After verification by our lawyers, this shareholders' meeting was decided to be convened by the 21st Meeting of the first board of directors of the company, and the convener of this shareholders' meeting is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the personnel and convener attending the general meeting of shareholders comply with the relevant provisions of the securities law, the rules of the general meeting of shareholders and other laws and regulations and normative documents, as well as the articles of association, the depository agreement and the rules of procedure of the general meeting of shareholders, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
1. The shareholders' meeting deliberated the proposal included in the notice of meeting, and the holders of depositary receipts gave voting instructions to the depositor through the online voting system. The depositor will send the collected voting results to the overseas custodian, who will transmit the voting results to the company, and the authorized representative of the shareholders will fill in the voting votes according to the above voting intention results to complete the voting. The shareholders' meeting did not vote on any proposal not listed in the meeting notice.
2. The company has set up special voting arrangement, and each class B ordinary share (special voting share) has
dentons. cn. There are 5 voting rights, and each class a common share has 1 voting right. Proposals considered at the general meeting of shareholders
(1) - (9), (11), (13) applies to special voting rights, and (10), (12), (14) does not apply to special voting rights.
3. After the company receives the voting results of the holders of depositary receipts and the voting votes signed by the shareholders' representatives transmitted by the overseas custodian, the chairman of the meeting shall announce them on the spot after being jointly confirmed by the scrutineer and the vote counter.
4. After verification by our lawyers, the following proposals were considered and passed at the general meeting of shareholders:
(1) Work report of the board of directors in 2021
Voting:
Agree against abstention
Securities type
Proportion of votes proportion of votes proportion of votes
Class a ordinary shares 22917541567 0
201577% 0.0005% 0.0000%
Class a common stock counterpart
229175,407 5,670 0
Depositary receipts
Class B ordinary shares 907732850
798418% 0.0000% 0.0000%
Deposit corresponding to class B common shares
907732,850 0 0
Voucher
(2) Report on the work of independent directors in 2021
Voting:
Agree against abstention
Securities type
Proportion of votes proportion of votes proportion of votes
Class a ordinary shares 22917520567 21
201577% 0.0005% 0.0000%
Class a common stock counterpart
229175,196 5,670 211
Depositary receipts
