Guohao law firm (Shanghai)
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Shanghai Cooltech Power Co.Ltd(300153) 2021 annual general meeting
Legal opinion
Floor 23-25, Jiadi center, 968 Beijing West Road, Shanghai, China. Postal Code: 200041
Tel: (8621) 52341668 Fax: (8621) 52433320
website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Shanghai Cooltech Power Co.Ltd(300153)
Legal opinion of 2021 annual general meeting
To: Shanghai Cooltech Power Co.Ltd(300153)
Shanghai Cooltech Power Co.Ltd(300153) (hereinafter referred to as "company" or "listed company") the 2021 annual general meeting of shareholders (hereinafter referred to as "this general meeting of shareholders") was held at 14:30 p.m. on Wednesday, May 18, 2022 by means of video communication conference. Guohao law firm (Shanghai) (hereinafter referred to as "the firm") accepted the entrustment of the company and appointed lawyer Chen Jie and lawyer Li Han (hereinafter referred to as "the firm's lawyer") to attend and witness the meeting. Affected by the pneumonia epidemic of novel coronavirus infection, according to the notice of Shenzhen Stock Exchange on several measures to support the real economy, our lawyers witnessed the shareholders' meeting through video communication meeting. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange This legal opinion is issued by the notice of Shenzhen Stock Exchange on several measures to support the real economy and the Shanghai Cooltech Power Co.Ltd(300153) articles of Association (hereinafter referred to as the "articles of association").
The lawyers of the firm shall, in accordance with the provisions of relevant laws, regulations and normative documents, express legal opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the provisions of the articles of association, the legitimacy and validity of the qualifications of the participants, the legitimacy and validity of the voting procedures and voting results.
Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyers agree to file this legal opinion as a necessary legal document for the company's 2021 annual general meeting of shareholders, and bear the responsibility for the legal opinion issued by our firm according to law.
In order to issue this legal opinion, our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On April 27, 2022, the company disclosed the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022011) 20 days before the general meeting of shareholders. The notice of the general meeting of shareholders specifies the time, place and matters to be considered at the meeting, and explains that shareholders have the right to attend and may entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method, contact telephone number and contact name of shareholders attending the meeting.
On May 14, 2022, the company disclosed the suggestive announcement on relevant precautions for attending the 2021 annual general meeting of shareholders during the epidemic prevention and control period (Announcement No.: 2022015), suggesting that in view of the current situation of epidemic prevention and control in Shanghai, in order to meet the requirements of epidemic prevention and control and facilitate the company's shareholders to attend the general meeting of shareholders, the company decided to adjust the convening mode of this general meeting of shareholders to the mode of communication meeting. The communication conference does not provide voting function. Shareholders and shareholders' agents who participate in the general meeting of shareholders through communication still need to pass the trading system or Internet system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Vote online.
The communication meeting of the general meeting of shareholders was held at 14:30 p.m. on May 18, 2022 as scheduled. After review, the time, method and content of the meeting of the general meeting of shareholders are consistent with the notice of the meeting.
The general meeting of shareholders provides online voting. The time of online voting through the trading system of Shenzhen stock exchange is: trading time on May 18, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 18, 2022.
It is verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualifications of the attendees and conveners
1. Shareholders attending the meeting and entrusted agents
According to the identity documents provided by the company's shareholders attending the communication meeting and the data provided by Shenzhen Securities Information Co., Ltd., there are 6 shareholders and shareholders' representatives attending the shareholders' meeting through communication meeting and online voting, representing 126029100 voting shares, accounting for 393841% of the total shares of the company.
After verification, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
2. Other personnel attending and attending the communication meeting as nonvoting delegates
In addition to shareholders and entrusted agents, the participants at the meeting are some directors, supervisors, senior managers and witness lawyers hired by the company. Affected by the epidemic of pneumonia caused by novel coronavirus, the directors, supervisors and lawyers of the company attended the shareholders' meeting through video communication.
It has been verified that the qualifications of the participants and non voting participants in the communication meeting of the general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
3. Convener of this shareholders' meeting
The convener of this general meeting of shareholders is the board of directors of the company.
It is verified that the qualification of the convener of this general meeting of shareholders is legal and effective, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting considered all the proposals listed in the meeting notice and voted on all the proposals listed in the meeting notice by online voting. The proposals of this general meeting of shareholders are non cumulative voting proposals. For the proposals affecting the interests of minority shareholders, the votes of minority shareholders were counted separately.
According to the statistical table of online voting results of the general meeting of shareholders transmitted by Shenzhen Securities Information Co., Ltd., all proposals considered at the general meeting of shareholders were passed. The details are as follows:
Proposal 1. Proposal on the work report of the board of directors in 2021
Total voting:
125996700 shares were approved, accounting for 999743% of the valid voting shares attending the meeting; 32400 shares disagreed, accounting for 0.0257% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
Agree to 1000 shares, accounting for 2.9940% of the valid voting shares of small and medium-sized investors attending the meeting; 32400 shares disagreed, accounting for 970060% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 2. Proposal on the work report of the board of supervisors in 2021
Total voting:
125996700 shares were approved, accounting for 999743% of the valid voting shares attending the meeting; 32400 shares disagreed, accounting for 0.0257% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
Agree to 1000 shares, accounting for 2.9940% of the valid voting shares of small and medium-sized investors attending the meeting; 32400 shares disagreed, accounting for 970060% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 3. Proposal on financial final accounts report of 2021
Total voting:
125996700 shares were approved, accounting for 999743% of the valid voting shares attending the meeting; 32400 shares disagreed, accounting for 0.0257% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
Agree to 1000 shares, accounting for 2.9940% of the valid voting shares of small and medium-sized investors attending the meeting; 32400 shares disagreed, accounting for 970060% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 4. Proposal on 2021 annual report and summary
Total voting:
125996700 shares were approved, accounting for 999743% of the valid voting shares attending the meeting; 32400 shares disagreed, accounting for 0.0257% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
Agree to 1000 shares, accounting for 2.9940% of the valid voting shares of small and medium-sized investors attending the meeting; 32400 shares disagreed, accounting for 970060% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 5. Plan for profit distribution in 2021
Total voting:
126020100 shares were approved, accounting for 999929% of the valid voting shares attending the meeting; 9000 shares disagreed, accounting for 0.0071% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
24400 shares were approved, accounting for 730539% of the valid voting shares of small and medium-sized investors attending the meeting; Disagreed with 9000 shares, accounting for 269461% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 6. Proposal on the remuneration and performance appraisal scheme of the company's directors and senior managers in 2022
Total voting:
125996700 shares were approved, accounting for 999743% of the valid voting shares attending the meeting; 32400 shares disagreed, accounting for 0.0257% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
Small and medium-sized investors agreed to vote, accounting for 992.40% of 1000 valid shares; 32400 shares disagreed, accounting for 970060% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
Proposal 7. Proposal on the company's application for annual comprehensive credit line from the bank
Total voting:
126021100 shares were approved, accounting for 999937% of the valid voting shares attending the meeting; 8000 shares disagreed, accounting for 0.0063% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Voting of small and medium-sized investors:
25400 shares were approved, accounting for 760479% of the valid voting shares of small and medium-sized investors attending the meeting; Disagree with 8000 shares, accounting for 239521% of the valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares of small and medium-sized investors attending the meeting.
It is verified that the number of votes passed in the deliberation of various proposals of the general meeting of shareholders meets the provisions of relevant laws, regulations, normative documents and the articles of association, the voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, the convening procedures of the annual general meeting of shareholders and the relevant laws and regulations of the company are in conformity with the provisions of the articles of Association; The qualifications of the personnel attending the general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on Shanghai Cooltech Power Co.Ltd(300153) 2021 annual general meeting of shareholders) Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
Li Qiang, Chen Jie
Li Han
May 18, 2022
