Shanghai jintiancheng law firm
About Zhejiang Narada Power Source Co.Ltd(300068)
Of the 2021 annual general meeting
Legal opinion
Address: floor 9/11/12, Shanghai center building, No. 501, Yincheng Middle Road, Pudong New Area, Shanghai
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Zhejiang Narada Power Source Co.Ltd(300068)
Of the 2021 annual general meeting
Legal opinion
To: Zhejiang Narada Power Source Co.Ltd(300068)
Entrusted by Zhejiang Narada Power Source Co.Ltd(300068) (hereinafter referred to as “the company”), Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) has held the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) in accordance with 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 and other laws and regulations This legal opinion is issued in accordance with the relevant provisions of the rules and other normative documents and the Zhejiang Narada Power Source Co.Ltd(300068) 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 (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue 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.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
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
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On April 27, 2022, the company held the 30th meeting of the seventh board of directors and decided to convene the shareholders’ meeting.
The company was posted on cninfo.com on April 29, 2022（ http://www.cn.info.com.cn. ）The notice of Zhejiang Narada Power Source Co.Ltd(300068) on convening the 2021 annual general meeting of shareholders was issued at the meeting. The aforesaid meeting notice specifies the convener of the general meeting, the date and time of the meeting (including the date and time of the on-site meeting and the date and time of online voting), the method of holding the meeting, the participants, the place of the meeting, the matters to be considered at the meeting, the registration method of the meeting, the specific operation process of participating in online voting Meeting contact person and contact information. Among them, the date of publication of the announcement has reached 20 days from the convening date of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:00 on May 19, 2022 in the conference room of the company, No. 822, Wener West Road, Xihu District, Hangzhou, Zhejiang Province.
The shareholders’ meeting was held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 19, 2022 to 15:00 p.m. on May 19, 2022.
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
(I) shareholders attending the meeting and their proxies
After verification, there are 26 shareholders and shareholders’ agents attending the general meeting, representing 317564694 voting shares, accounting for 367182% of the total shares of the company, including:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. There were 5 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of 15:00 on May 12, 2022. These shareholders held 193207634 shares of the company, Accounting for 223395% of the total shares of the company.
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. Shareholders participating in online voting
According to the data provided by the online voting system provider, a total of 21 shareholders voted effectively through the online voting system, representing 124357060 voting shares, accounting for 143787% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 21 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 124357060 voting shares, accounting for 143787% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending and attending the shareholders’ meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After review, the lawyers of the firm believe that the qualifications of the attendees of the company’s general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Review the work report of the board of directors in 2021
Voting results: 317476694 shares were approved, accounting for 999723% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; 62300 shares abstained, accounting for 0.0196% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124269060 shares are agreed, accounting for 999292% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 62300 shares were abstained, accounting for 0.0501% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2. Review the work report of the board of supervisors in 2021
Voting results: 317476694 shares were approved, accounting for 999723% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; 62300 shares abstained, accounting for 0.0196% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124269060 shares are agreed, accounting for 999292% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 62300 shares were abstained, accounting for 0.0501% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
3. Review the financial statement report of 2021
Voting results: 317476694 shares were approved, accounting for 999723% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; 62300 shares abstained, accounting for 0.0196% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124269060 shares are agreed, accounting for 999292% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 62300 shares were abstained, accounting for 0.0501% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
4. Review the full text and summary of the company’s 2021 Annual Report
Voting results: 317476694 shares were approved, accounting for 999723% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; 62300 shares abstained, accounting for 0.0196% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124269060 shares are agreed, accounting for 999292% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 62300 shares were abstained, accounting for 0.0501% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Review the proposal of profit distribution plan for 2021
Voting results: 317538994 shares were approved, accounting for 999919% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124331360 shares are agreed, accounting for 999793% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
6. Deliberating the proposal on the continued extension of some investment projects with raised funds
Voting results: 317538994 shares were approved, accounting for 999919% of the total number of valid voting shares held by shareholders attending the meeting; Against 25700 shares, accounting for 0.0081% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 124331360 shares are agreed, accounting for 999793% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 25700 shares, accounting for 0.0207% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
7. Deliberating the proposal on changing the business scope, registered address and amending the articles of Association
Voting results: 314391080 shares were approved, accounting for 990006% of the total number of valid voting shares held by shareholders attending the meeting; Against 3173614 shares, accounting for 0.9994% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 121183446 shares are agreed, accounting for 974480% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 3173614 shares, accounting for the minority investor shareholders attending the meeting
