Shanghai jintiancheng (Hangzhou) law firm
About Ningbo Kbe Electrical Technology Co.Ltd(300863)
Of the 2021 annual general meeting
Legal opinion
Address: floors 11 and 12, Huacheng International Development building, No. 308, Fuchun Road, Hangzhou
Tel: 057189838088 Fax: 057189838099 zip code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Ningbo Kbe Electrical Technology Co.Ltd(300863)
Legal opinion of 2021 annual general meeting
To: Ningbo Kbe Electrical Technology Co.Ltd(300863)
The annual general meeting of the company (hereinafter referred to as “the company law”) and the “Shanghai law of the people’s Republic of China” (hereinafter referred to as “the law of the people’s Republic of China”) are entrusted to hold the annual general meeting of the company (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of laws and regulations, other normative documents and Ningbo Kbe Electrical Technology Co.Ltd(300863) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties 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, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Reviewed the relevant documents and materials that the exchange considered necessary for issuing the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The company was posted on cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The notice on convening the 2021 annual general meeting of shareholders is published on the, announcing the time, place, agenda, attendees and registration method of the general meeting of shareholders. The date of publication of the announcement is 20 days from the date of the general meeting of shareholders. The on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on Wednesday, May 18, 2022 in the conference room on the fourth floor of Ningbo Kbe Electrical Technology Co.Ltd(300863) huwenxizhou Industrial Zone, Qiaotou, Ninghai County, Zhejiang Province.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
According to the signatures of shareholders attending the meeting, power of attorney and other relevant documents, there were 8 shareholders and shareholder agents attending the on-site meeting of the company’s general meeting, holding 37022750 shares of the company, accounting for 670338% of the total shares of the company. The online voting results obtained through the trading system and Internet system of Shenzhen Stock Exchange show that one shareholder participated in the online voting of the company’s general meeting of shareholders, holding 500 shares of the company, accounting for 0.0009% of the total shares of the company. Accordingly, a total of 9 shareholders and shareholder agents attended the voting of the company’s general meeting of shareholders, holding 37023250 shares of the company, accounting for 670347% of the total shares of the company. The above shareholders are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of May 12, 2022.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid. 3、 Proposals considered at the general meeting of shareholders
1. Review the work report of the board of directors in 2021;
2. Review the work report of the board of supervisors in 2021;
3. To consider the full text of the 2021 annual report and its summary;
4. Deliberating the proposal on the financial final accounts report of 2021;
5. Review the proposal on the profit distribution plan for 2021;
6. Review the proposal on the special report on the deposit and use of raised funds in 2021;
7. Deliberating the proposal on the renewal of the company’s audit institution in 2022;
8. Review the proposal on the remuneration scheme of directors in 2022;
9. Review the proposal on the remuneration scheme of supervisors in 2022;
10. Review the proposal on the election of non independent directors by the board of directors;
10.01 deliberation on the election of Lin Guangyao as a non independent director of the third board of directors of the company;
10.02 deliberation on the election of Lin Guang as a non independent director of the third board of directors of the company;
10.03 deliberation on the election of Xu Xiaoqiao as a non independent director of the third board of directors of the company;
10.04 deliberation on the election of Wang Feng as a non independent director of the third board of directors of the company;
11. Review the proposal on the election of independent directors by the board of directors;
11.01 deliberation on the election of Zhao Ping as an independent director of the third board of directors of the company;
11.02 deliberation on the election of Zheng Richun as an independent director of the third board of directors of the company;
11.03 deliberation on the election of Zheng Yueyuan as an independent director of the third board of directors of the company;
12. Review the proposal on the election of non employee representative supervisors by the board of supervisors;
12.01 deliberating on the “election of Feng Meifang as the non employee representative supervisor of the company”;
12.02 review the election of Liu Shanshan as the non employee representative supervisor of the company.
Lawyer jintiancheng believes that the proposal considered by the company’s general meeting of shareholders falls within the scope of the company’s general meeting of shareholders and is consistent with the deliberation items listed in the notice of convening the general meeting of shareholders; There was no amendment to the notice of the shareholders’ meeting, and there was no new proposal proposed by the shareholders.
Comply with the provisions of the company law and other relevant laws and regulations and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated on the proposals listed in the meeting notice, voted on the announced proposals by open ballot, and the on-site voting was conducted according to the procedures specified in the articles of association and the rules of the shareholders’ meeting, and the votes were counted and monitored; Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system during the online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. submitted the statistical data file of online voting to the company. The shareholders attending the meeting deliberated and adopted the following resolutions:
1. Review the work report of the board of directors in 2021;
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
2. Work report of the board of supervisors in 2021;
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
3. To consider the full text of the 2021 annual report and its summary;
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
4. Proposal on the financial final accounts report of 2021;
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
5. Review the proposal on the profit distribution plan for 2021;
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares; 500 shares abstained, accounting for 0.0014% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares in favor, 0 shares against and 500 shares abstained.
6. Review the proposal on the special report on the deposit and use of raised funds in 2021. Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
7. Deliberated on the proposal on reappointment of the company’s audit institution in 2022.
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
8. Review the proposal on the remuneration scheme of directors in 2022.
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; The total number of valid shares against voting is 0014500%; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
9. Review the proposal on the remuneration scheme of supervisors in 2022.
Voting results: 37022750 shares were approved, accounting for 999986% of the total number of valid voting shares; Against 500 shares, accounting for 0.0014% of the total number of valid voting shares; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares.
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): 0 shares agreed, 500 shares opposed and 0 shares abstained.
10. Review the proposal on the election of non independent directors by the board of directors.
10.01 deliberation on the election of Lin Guangyao as a non independent director of the third board of directors of the company
Voting results:
Agreed: 37022750 shares, accounting for 999986% of the total number of valid voting shares (before accumulation).
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): agree to 0 shares.
10.02 deliberation on the election of Lin Guang as a non independent director of the third board of directors of the company
Voting results:
Agreed: 37022750 shares, accounting for 999986% of the total number of valid voting shares (before accumulation).
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): agree to 0 shares.
10.03 deliberation on the election of Xu Xiaoqiao as a non independent director of the third board of directors of the company
Voting results:
Agreed: 37022750 shares, accounting for 999986% of the total number of valid voting shares (before accumulation).
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): agreed
10.04 deliberation on the election of Wang Feng as a non independent director of the third board of directors of the company
Voting results:
Agreed: 36642750 shares, accounting for 989723% of the total number of valid voting shares (before accumulation).
Among them, the voting results of shareholders holding less than 5% (except directors, supervisors and senior managers): agree to 0 shares.
11. Review the proposal on the election of independent directors by the board of directors.
11.01 deliberation on the election of Zhao Ping as an independent director of the third board of directors of the company
Voting results:
Agreed: 37022750 shares, accounting for
