Beijing Zhide law firm
About Weihai Guangwei Composites Co.Ltd(300699)
Legal opinion of 2021 annual general meeting
Zhi De Jing (HUI) Zi [2022] No. 0073
To: Weihai Guangwei Composites Co.Ltd(300699)
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 (hereinafter referred to as the "rules for the general meeting of shareholders"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "implementation rules") and other laws, regulations and normative documents, Beijing Zhide law firm (hereinafter referred to as "the firm") accepts the entrustment of Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as "the company") to issue this legal opinion on relevant matters of the company's 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders").
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this shareholders' meeting, consulted the documents that our lawyers thought necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
Our lawyers agree to announce this legal opinion together with the resolution of this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
According to the requirements of Article 5 of the rules of shareholders' meeting, the lawyers of the firm checked and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and appointed lawyers to attend the shareholders' meeting. The legal opinions are as follows:
1、 Convening and procedures of this general meeting of shareholders and the qualifications of the convener
According to the verification of our lawyers, the shareholders' meeting was decided to be held at the 10th meeting of the third board of directors held on April 25, 2022. On April 26, 2022, the board of directors of the company published the notice on convening the shareholders' meeting in the form of announcement on the gem information disclosure media designated by the China Securities Regulatory Commission.
According to the notice on convening this general meeting of shareholders, the proposals considered at this general meeting of shareholders are:
Proposal 1: proposal on the company's 2021 annual work report of the board of directors;
Proposal 2: proposal on the company's 2021 annual work report of the board of supervisors;
Proposal 3: proposal on the company's 2021 annual financial statement report;
Proposal 4: proposal on the company's profit distribution plan for 2021;
Proposal 5: proposal on the company's 2021 annual report and its summary;
6. Proposal on providing financial support to subsidiaries;
Proposal 7: proposal on the application of the company and its subsidiaries for comprehensive credit lines, bank loans and corresponding guarantees from banks and other financial institutions;
Proposal 8: proposal on reappointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022;
Proposal 9: proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary; Proposal 10: proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2022; Proposal 11: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan.
The independent directors published the announcement on public solicitation of voting rights by independent directors on April 26, 2022. The starting and ending time of solicitation of voting rights by independent directors is from May 16, 2022 to May 17, 2022. The solicitors solicit voting rights from all shareholders of the company for proposals 9, 10 and 11 considered at the 2021 annual general meeting. It is confirmed by the company that during the period when independent directors solicit voting rights, no solicitation object entrusts Li Wentao, the independent director of the soliciter, to vote.
Upon examination, our lawyers believe that:
(1) The general meeting of shareholders shall be held in accordance with the time, place, way of attending the meeting and the convening procedures specified in the articles of association. The convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association.
(2) The convener of this general meeting of shareholders is the board of directors of the company, and its qualification is legal and valid.
2、 Qualifications of personnel attending the general meeting of shareholders
In accordance with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association and the notice on convening the general meeting of shareholders, the persons attending the general meeting of shareholders shall be:
1. As of the closing of Shenzhen Stock Exchange on the afternoon of May 13, 2022, all shareholders of the company holding shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
All shareholders of the above-mentioned company have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. Witness lawyer employed by the company.
According to the information provided by the company and the voting statistics provided by our lawyers and Shenzhen Securities Information Co., Ltd., there are 70 shareholders, shareholders' agents and shareholders voting online at the shareholders' meeting, holding 264192846 shares of the company, accounting for 509680% of the total shares of the company. Among them, 5 shareholders and shareholders' agents attended the on-site meeting of the general meeting of shareholders, representing 193567840 shares with voting rights, accounting for 373431% of the total shares of the company; 65 shareholders participated in the online voting of the general meeting of shareholders, representing 70625006 voting shares, accounting for 136250% of the total shares of the company.
Upon examination, our lawyers believe that the qualifications of shareholders and shareholders' agents attending the general meeting of shareholders meet the provisions of the company law, the securities law, the rules for the general meeting of shareholders, the implementation rules and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
3、 Voting procedures of the general meeting of shareholders
According to the notice of the company on convening the general meeting of shareholders, the general meeting of shareholders adopts the voting methods of on-site voting, online voting and collection of voting rights by independent directors.
1. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by open ballot. Two shareholder representatives, supervisors and lawyers of the exchange counted and monitored the votes, and announced the voting results on the spot.
2. The online voting methods of this shareholders' meeting include the trading system of Shenzhen Stock Exchange and the Internet voting system（ http://wltp.cn.info.com.cn. ）Vote. The time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 18, 2022; through
The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 a.m. on May 18, 2022.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of the online voting of the general meeting of shareholders.
3. After the voting, the vote counter and scrutineer of the shareholders' meeting counted the voting results of the shareholders attending the shareholders' meeting and uploaded them to Shenzhen Securities Information Co., Ltd., and Shenzhen Securities Information Co., Ltd. provided the company with the combined voting results of the on-site voting and online voting of the shareholders' meeting.
After inspection, our lawyers believe that the voting procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
4、 Voting results
Proposal 1: voting results of the proposal on the company's 2021 annual work report of the board of directors:
264122346 shares were approved, accounting for 999733% of the voting shares attending the meeting; Against 28500 shares, accounting for 0.0108% of the voting shares attending the meeting; 42000 shares were abstained, accounting for 0.0159% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27254612 shares were agreed, accounting for 997420% of the voting shares of small and medium-sized investors attending the meeting; Against 28500 shares, accounting for 0.1043% of the voting shares of small and medium-sized investors attending the meeting; 42000 shares were abstained, accounting for 0.1537% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 2: voting results of the proposal on the company's 2021 annual work report of the board of supervisors:
264122346 shares were approved, accounting for 999733% of the voting shares attending the meeting; Against 28500 shares, accounting for 0.0108% of the voting shares attending the meeting; 42000 shares were abstained, accounting for 0.0159% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27254612 shares were agreed, accounting for 997420% of the voting shares of small and medium-sized investors attending the meeting; Against 28500 shares, accounting for 0.1043% of the voting shares of small and medium-sized investors attending the meeting; 42000 shares were abstained, accounting for 0.1537% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 3: voting results of the proposal on the company's 2021 annual financial statement report:
264120446 shares were approved, accounting for 999726% of the voting shares attending the meeting; Against 28500 shares, accounting for 0.0108% of the voting shares attending the meeting; 43900 shares were abstained, accounting for 0.0166% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27252712 shares were agreed, accounting for 997350% of the voting shares of small and medium-sized investors attending the meeting; Against 28500 shares, accounting for 0.1043% of the voting shares of small and medium-sized investors attending the meeting; 43900 shares were abstained, accounting for 0.1607% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 4: voting results of the proposal on the company's profit distribution plan for 2021:
264108146 shares were approved, accounting for 999679% of the voting shares attending the meeting; 57700 opposition shares, accounting for 0.0218% of the voting shares attending the meeting; 27000 shares were abstained, accounting for 0.0102% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27240412 shares were agreed, accounting for 996900% of the voting shares of small and medium-sized investors attending the meeting; Against 57700 shares, accounting for 0.2112% of the voting shares of small and medium-sized investors attending the meeting; 27000 shares were abstained, accounting for 0.0988% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 5: voting results of the proposal on the company's 2021 annual report and its summary:
264120446 shares were approved, accounting for 999726% of the voting shares attending the meeting; Against 28500 shares, accounting for 0.0108% of the voting shares attending the meeting; 43900 shares were abstained, accounting for 0.0166% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27252712 shares were agreed, accounting for 997350% of the voting shares of small and medium-sized investors attending the meeting; Against 28500 shares, accounting for 0.1043% of the voting shares of small and medium-sized investors attending the meeting; 43900 shares were abstained, accounting for 0.1607% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 6: voting results of the proposal on providing guarantee, financial assistance and related party transactions to holding subsidiaries:
70605606 shares were approved, accounting for 999133% of the voting shares attending the meeting; 32400 shares opposed, accounting for 0.0458% of the voting shares attending the meeting; 28900 shares abstained, accounting for 0.0409% of the voting shares attending the meeting. Among them, the related shareholder Weihai Guangwei Group Co., Ltd. avoided voting.
Among them, the voting results of small and medium-sized investors: 27263812 shares were agreed, accounting for 997757% of the voting shares of small and medium-sized investors attending the meeting; Against 32400 shares, accounting for 0.1186% of the voting shares of small and medium-sized investors attending the meeting; 28900 shares were abstained, accounting for 0.1058% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 7: voting results of the proposal on the application of the company and its subsidiaries for comprehensive credit lines, bank loans and corresponding guarantees from banks and other financial institutions:
264131546 shares were approved, accounting for 999768% of the voting shares attending the meeting; 3400130% of the shares with voting rights were present at the meeting; 27000 shares were abstained, accounting for 0.0102% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27263812 shares were agreed, accounting for 997757% of the voting shares of small and medium-sized investors attending the meeting; Against 34300 shares, accounting for 0.1255% of the voting shares of small and medium-sized investors attending the meeting; 27000 shares were abstained, accounting for 0.0988% of the voting shares of small and medium-sized investors attending the meeting.
Proposal 8: voting results of the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022:
264106246 shares were approved, accounting for 999672% of the voting shares attending the meeting; Against 42700 shares, accounting for 0.0162% of the voting shares attending the meeting; 43900 shares were abstained, accounting for 0.0166% of the voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 27238512 shares were agreed, accounting for 99.5% of the voting shares of small and medium-sized investors attending the meeting
