Address: 4th floor, building 15, Zone C, R & D Park, No. 37, Lane 299, Guanghua Road, high tech Zone, Ningbo, China
ADD：4F No37 Lane 299 Guanghua Road National Hi-tech Zone ,Ningbo,China.
Postal Code: 315048
Fax: + (86) 57427836060 Fax: + (86) 57427836060
Tel: (60186) – 2783574 + (TEL)
Website: www.nbbnlaw.com com. Web：www.nbbnlaw. com.
Zhejiang boning law firm
On Bank Of Ningbo Co.Ltd(002142) 2021 annual general meeting of shareholders
Legal opinion
To: Bank Of Ningbo Co.Ltd(002142)
Entrusted by Bank Of Ningbo Co.Ltd(002142) (hereinafter referred to as the company), Zhejiang boning law firm (hereinafter referred to as the firm) appointed Zhu Hege and he Zhuojun (hereinafter referred to as the firm’s lawyer) to attend the 2021 annual general meeting of shareholders of the company. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) In accordance with the provisions of the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders) and the Bank Of Ningbo Co.Ltd(002142) articles of Association (hereinafter referred to as the articles of association), our lawyers witnessed the legitimacy of the meeting and issued this legal opinion according to law.
In this legal opinion, our lawyers express their opinions on the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the voting procedures for the deliberation of proposals at the general meeting of shareholders, and whether the voting results comply with the provisions of relevant laws and the articles of association, and do not express their opinions on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts and data expressed in such proposals.
The lawyer of the exchange agrees to take this legal opinion as the legal document of the announcement of the general meeting of shareholders, announce it together with other announcement documents of the company, and bear the responsibility for the legal opinion issued by the exchange according to law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the convener of this general meeting of shareholders is the board of directors of the company
On April 6, 2022, the 10th meeting of the 7th board of directors of the company deliberated and adopted the proposal on convening Bank Of Ningbo Co.Ltd(002142) 2021 annual general meeting of shareholders. On April 27, 2022, the board of directors of the company issued the notice of Bank Of Ningbo Co.Ltd(002142) on convening the 2021 annual general meeting of shareholders in the designated media, which stated that the company planned to hold the 2021 annual general meeting of shareholders in Bank Of Ningbo Co.Ltd(002142) head office building (No. 345 Ningdong Road, Yinzhou District, Ningbo) at 15:30 p.m. on May 18, 2022. The announcement issued by the company specifies the time and place of the shareholders’ meeting and the matters to be considered at the meeting, and explains that shareholders have the right to attend and can entrust agents to attend the meeting, as well as the registration method, contact telephone number and mailing address of shareholders attending the meeting. The board of directors of the company has notified all shareholders in the form of announcement 20 days before the shareholders’ meeting.
(II) the voting method adopted at the general meeting of shareholders of the company is a combination of on-site voting and online voting
The on-site meeting of the general meeting of shareholders was held in Bank Of Ningbo Co.Ltd(002142) head office building (No. 345, Ningdong Road, Yinzhou District, Ningbo) at 15:30 p.m. on May 18, 2022. The time and place of the meeting were in line with the notice. The time for online voting through the trading system of Shenzhen Stock Exchange at this shareholders’ meeting is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 18, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 18, 2022.
After verification, the convening and convening procedures of this annual general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the signatures and power of attorney of shareholders attending the annual general meeting, 313 shareholders and agents attended the general meeting, and the total number of voting shares (shares) held by shareholders attending the meeting was 4054677590, accounting for 614011% of the total shares of the company. Among them, 4 shareholders and their entrusted agents attended the annual general meeting, holding 3266088252 shares, accounting for 494593% of the company’s total shares. A total of 309 shareholders participated in online voting, holding 788589338 voting shares, accounting for 119418% of all shares of the company.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors and the Secretary of the board of directors of the company attended the shareholders’ meeting, and the senior managers of the company and the witness lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
The lawyer of the firm verified that the convener of the general meeting of shareholders is the board of directors of the company, and the qualifications of the attendees, non voting participants and conveners of the general meeting of shareholders meet the provisions of the company law and other laws, regulations and the articles of association.
3、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the proposals considered at the shareholders’ meeting are as follows: 1.00 Bank Of Ningbo Co.Ltd(002142) 2021 annual report of the board of directors 2.00 Bank Of Ningbo Co.Ltd(002142) 2021 annual report
3.00 Bank Of Ningbo Co.Ltd(002142) 2021 financial final report and 2022 financial budget plan
4.00 Bank Of Ningbo Co.Ltd(002142) 2021 annual profit distribution plan 5.00 proposal on employing external audit institutions
6.00 implementation of related party transactions in Bank Of Ningbo Co.Ltd(002142) 2021 and work plan for 2022 7.00 proposal on electing Mr. Luo Weikai as a director of the seventh board of directors of Bank Of Ningbo Co.Ltd(002142) 8.00 special report on the deposit and actual use of Bank Of Ningbo Co.Ltd(002142) raised funds 9.00 proposal on Amending the articles of Association of Bank Of Ningbo Co.Ltd(002142) 10.00 proposal on Amending the rules of procedure of Bank Of Ningbo Co.Ltd(002142) general meeting 11.00 proposal on Amending the rules of procedure of Bank Of Ningbo Co.Ltd(002142) general meeting of shareholders The rules of procedure of the ‘ Bank Of Ningbo Co.Ltd(002142) capitalmanagement performance evaluation report
In addition to the above 16 proposals to be voted on, the annual general meeting also heard the opinions of the board of supervisors on the audit report of the company’s external audit institution in 2021 and the report on the work of independent directors of Bank Of Ningbo Co.Ltd(002142) Co., Ltd. in 2021.
After verification by the lawyers of the firm, the proposals actually deliberated at the shareholders’ meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of the company law, the rules for the shareholders’ meeting of listed companies and other laws, regulations and normative documents, as well as the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
The voting procedures and results of this general meeting of shareholders adopt on-site written open ballot and online voting to vote on the matters under consideration. The voting results of the general meeting of shareholders are as follows:
（1） Work report of the board of directors in Bank Of Ningbo Co.Ltd(002142) 2021
Voting: 4054255367 shares agreed, accounting for 999896% of the total number of valid voting shares held by shareholders attending the meeting; 12913 objections; 409310 shares waived.
Voting result: adopted.
（2） Annual report of Bank Of Ningbo Co.Ltd(002142) 2021
Voting: 4054256867 shares agreed, accounting for 999896% of the total number of valid voting shares held by shareholders attending the meeting; 11413 objections; 409310 shares waived
Voting result: adopted.
（3） Financial final accounts report of Bank Of Ningbo Co.Ltd(002142) 2021 and financial budget plan of 2022
Voting: 4053764229 shares agreed, accounting for 999775% of the total number of valid voting shares held by shareholders attending the meeting; 504051 against; 409310 shares waived.
Voting result: adopted.
（4） Profit distribution plan for Bank Of Ningbo Co.Ltd(002142) 2021
Voting: 4054655977 shares agreed, accounting for 999995% of the total number of valid voting shares held by shareholders attending the meeting; 21313 against; 300 shares waived.
Voting of small and medium-sized investors: 8 Jilin Expressway Co.Ltd(601518) 22 shares were agreed, accounting for 999975% of the total voting shares of small and medium-sized investors attending the meeting; Against 21313 shares; Abstain 300 shares.
Voting result: adopted.
（5） Proposal on employing external audit institutions
999223% of the total number of shares; 945779 against; 2205452 shares abstained.
Voting of small and medium-sized investors: 857022204 shares were agreed, accounting for 996337% of the total voting shares of small and medium-sized investors attending the meeting; Against 945779 shares; 2205452 shares abstained. Voting result: adopted.
（6） Implementation of related party transactions in Bank Of Ningbo Co.Ltd(002142) 2021 and work plan for 2022
This proposal involves related shareholders’ withdrawal from voting.
Voting: 858651902 shares agreed, accounting for 998231% of the total number of valid voting shares held by shareholders attending the meeting; 15313 objections; 1506220 shares waived.
Voting of small and medium-sized investors: 858651902 shares were agreed, accounting for 998231% of the total voting shares of small and medium-sized investors attending the meeting; Against 15313 shares; 1506220 shares waived. Voting result: adopted.
（7） Proposal on electing Mr. Luo Weikai as a director of Bank Of Ningbo Co.Ltd(002142) the 7th board of directors
Voting: 3884786612 shares agreed, accounting for 958100% of the total number of valid voting shares held by shareholders attending the meeting; 169890978 against; 0 shares waived.
Voting of small and medium-sized investors: 690282457 shares were approved, accounting for 802492% of the total voting shares of small and medium-sized investors attending the meeting; Against 169890978 shares; Abstain 0 shares. Voting result: adopted.
（8） Special report on the deposit and actual use of Bank Of Ningbo Co.Ltd(002142) raised funds
Voting: 4054256867 shares agreed, accounting for 999896% of the total number of valid voting shares held by shareholders attending the meeting; 11413 objections; 409310 shares waived.
999511% of the total number of voting shares; Against 11413 shares; 409310 shares waived. Voting result: adopted.
（9） Proposal on Amending the Bank Of Ningbo Co.Ltd(002142) articles of Association
Voting: 4054519902 shares agreed, accounting for 999961% of the total number of valid voting shares held by shareholders attending the meeting; 157688 against; 0 shares waived.
Voting result: adopted.
（10） Proposal on Amending the rules of procedure of Bank Of Ningbo Co.Ltd(002142) shareholders’ meeting
Voting: 4054666177 shares agreed, accounting for 999997% of the total number of valid voting shares held by shareholders attending the meeting; 11413 objections; 0 shares waived.
Voting result: adopted.
（11） Proposal on Amending the rules of procedure of Bank Of Ningbo Co.Ltd(002142) board of directors Bank Of Ningbo Co.Ltd(002142) board of directors
Voting: 4054666177 shares agreed, accounting for 999997% of the total number of valid voting shares held by shareholders attending the meeting; 11413 objections; 0 shares waived.
Voting result: adopted.
（12） Work report of the board of supervisors in Bank Of Ningbo Co.Ltd(002142) 2021
Voting: 4054256867 shares agreed, accounting for 999896% of the total number of valid voting shares held by shareholders attending the meeting; 11413 objections; 409310 shares waived.
Voting result: adopted.
（13） Evaluation report on the performance of the board of directors and directors in Bank Of Ningbo Co.Ltd(002142) 2021
Voting: 4054256867 shares agreed, accounting for 999896% of the total number of valid voting shares held by shareholders attending the meeting; 4013 dissenting shares; 416710 shares
