Shanghai jintiancheng (Wuhan) law firm
About Vatti Corporation Limited(002035)
Of the annual general meeting of shareholders in 2021
Legal opinion
Address: 8th floor, Minsheng financial center, No. 187, Yunxia Road, Jianghan District, Wuhan
Tel: 02783828888 Fax: 02783826988
Shanghai jintiancheng (Wuhan) law firm
About Vatti Corporation Limited(002035)
Of the annual general meeting of shareholders in 2021
Legal opinion
To: Vatti Corporation Limited(002035)
Shanghai jintiancheng (Wuhan) law firm (hereinafter referred to as "the firm") accepts Vatti Corporation Limited(002035) Co., Ltd
The company (hereinafter referred to as "the company") entrusts and appoints this lawyer to attend the annual general meeting of shareholders of the company in 2021
(hereinafter referred to as "the shareholders' meeting"), in accordance with the
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
Laws, regulations, rules and other normative documents as well as Vatti Corporation Limited(002035) articles of Association (hereinafter referred to as the "articles of association")
This legal opinion is issued in accordance with the relevant provisions of the articles of association of the company.
In order to issue this legal opinion, we and our lawyers engage in securities legal business in accordance with the law firm
The administrative measures and the practicing rules for securities legal business of law firms (for Trial Implementation) shall be strictly implemented
The company has fulfilled its statutory duties, followed the principles of diligence and good faith, and paid close attention to the relevant matters involved in this shareholders' meeting
The necessary verification and verification have been carried out, and the relevant documents deemed necessary by the exchange to issue the legal opinion have been verified
And participated in the whole process of the company's general meeting of shareholders. The exchange guarantees that it is determined in this legal opinion
The facts are true, accurate and complete, and the concluding opinions issued are legal and accurate, without 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 issue it according to law
The legal opinions expressed in the form shall bear corresponding legal liabilities.
In view of this, the lawyers of our firm, in accordance with the requirements of the above laws, regulations, rules and normative documents
We hereby issue the following legal opinions based on the recognized business standards, ethics and diligence in the industry:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
(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 called
The 17th meeting of the seventh board of directors was held, and it was decided to convene the general meeting of shareholders.
On April 29, 2022, the company published in the Securities Daily, China Securities Journal and securities times
Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The Vatti Corporation Limited(002035) Co., Ltd
The company's notice on convening the 2021 annual general meeting of shareholders, which specifies the general meeting of shareholders
Convener, date and time of the meeting (including date and time of on-site meeting and online voting date and time)
Method of holding, date of equity registration, participants, place of the meeting, matters to be considered at the meeting and the registrant of the on-site meeting
Method, specific operation process, meeting contact person and contact information of participating in online voting. Among them, the announcement published
The date is more than 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 in Xiaolan, Zhongshan City, Guangdong Province at 14:30 on May 19, 2022
The meeting room on the fourth floor of the company's office building, No. 1 nanhhuayuan Road, Industrial Avenue, town, was held as scheduled by Pan Yejiang, chairman of the company
Mr. President.
The shareholders' meeting was held by combining on-site voting and online voting. The general meeting of shareholders
The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 on May 19, 2022
- 9:25, 9:30-11:30 and 13:00-15:00. Vote through the Internet voting system of Shenzhen Stock Exchange
The specific time is any time from 9:15 to 15:00 on May 19, 2022. Equity registration of shareholders
The date is May 12, 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 general meeting of shareholders
The convening and convening procedures of the meeting shall comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws and regulations
Rules and other normative documents and 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, 32 shareholders and their proxies attended the general meeting of shareholders, representing voting shares
324917882 shares, accounting for 383314% of the total shares of the company, including:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates and authorization Committee of the shareholders and their agents present at the on-site meeting of the general meeting of shareholders are found out
A total of 9 shareholders and their representatives attended the on-site meeting of the general meeting of shareholders
Names, all of which are in Shenzhen Stock Exchange of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of May 12, 2022
Shareholders of the company registered in Shenzhen Branch, who hold 265270438 shares of the company, accounting for
312947% of the total shares.
Verified by the lawyers of the firm, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their
The qualification of attending the meeting is legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of online voting system, the majority shareholders
A total of 23 shareholders will vote effectively through the online voting system, representing voting shares
59647444 shares, accounting for 7.0368% of the total shares of the company.
The above qualifications of shareholders voting through the online voting system shall be provided by the online voting system
Its identity verification information is limited.
3. Minority investors and shareholders attending the meeting
A total of 24 shareholders of small and medium-sized investors participated in the meeting through on-site and online, and the representatives have the right to vote
88835749 shares, accounting for 104802% 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 those acting in concert; Shareholders who individually or jointly hold more than 5% of the shares of the company; Directors, supervisors
Senior management.)
(II) other personnel attending the meeting
Verified by our lawyers, other persons attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors and directors of the company
The qualifications of senior managers to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualifications of the attendees of the company's general meeting of shareholders are in line with the company law
The relevant provisions of the rules of shareholders' meeting and the articles of association are legal and effective.
3、 Proposals considered at the general meeting of shareholders
The proposal to be considered in the notice of the general meeting of shareholders is to consider the annual report of 2021 under the non cumulative voting system
Report and summary of annual report, work report of the board of directors in 2021, work report of the board of supervisors in 2021
Financial final accounts report of 2021, financial budget report of 2022 and profit distribution budget of 2021
Proposal on the proposed renewal of the accounting firm, proposal on the company's shareholder return plan for the next three years (2022)
Proposal on the implementation of the plan (from 2012 to 2024); Mr. Pan Yejiang was elected as a non independent member of the eighth board of directors by cumulative voting system
Director, elect Mr. Pan Yuanzhi as the non independent director of the eighth board of directors and Mr. Pan haobiao as the eighth director
The board elected Mr. Pan Jinzhi as a non independent director of the 8th board of directors and Mr. Ding Yunlong as a non independent director
As an independent director of the eighth board of directors, elect Mr. Kong fanmin as an independent director of the eighth board of directors and elect Zhou Yi
Ms. Liang Pinghua was elected as the shareholder representative supervisor of the eighth board of supervisors
Elect Ms. Chen Huifen as the shareholder representative supervisor of the eighth board of supervisors.
The above proposal was published in Securities Daily, China Securities Journal and securities times on April 29, 2022
The announcement was made on the website of Shanghai Securities News and Shenzhen Stock Exchange.
After examination and verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company belong to the authority of the general meeting of shareholders of the company
Scope and consistent with the deliberation items listed in the notice and announcement of convening the shareholders' meeting; This time
There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders combined on-site voting and online voting to discuss the proposals on the agenda
After deliberation and voting, it was not shelved or not voted for any reason. After voting on live voting and online voting
According to the consolidated statistics, the voting results of this shareholders' meeting are as follows:
1. 2021 annual report and summary of annual report
323889082 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
996834%； Against 427300 shares, accounting for the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0.1315%; Jiangsu General Science Technology Co.Ltd(601500) shares abstained, accounting for the total effective voting shares held by shareholders attending the general meeting of shareholders
0.1851% of the number.
The motion was passed.
2. Work report of the board of directors in 2021
323883882 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
996818%； Against 432500 shares, accounting for the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0.1331%; Jiangsu General Science Technology Co.Ltd(601500) shares abstained, accounting for the total effective voting shares held by shareholders attending the general meeting of shareholders
0.1851% of the number.
The motion was passed.
3. Work report of the board of supervisors in 2021
323884382 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
996819%； Against 424100 shares, accounting for the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0.1305%; 609400 shares abstained, accounting for the total effective voting shares held by shareholders attending the general meeting of shareholders
0.1876% of the number.
The motion was passed.
4. Financial statement report of 2021
323884382 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
996819%； Against 432000 shares, accounting for the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0.1330%; Jiangsu General Science Technology Co.Ltd(601500) shares abstained, accounting for the total effective voting shares held by shareholders attending the general meeting of shareholders
0.1851% of the number.
The motion was passed.
5. Financial budget report for 2022
299807416 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
922718%； Against 25110466 shares, accounting for the total effective voting shares held by shareholders attending the general meeting of shareholders
7.7282% of the total; 0 shares abstained, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0%。
The motion was passed.
6. 2021 profit distribution plan
324507982 shares were approved, accounting for% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders
998738%； 409900 shares opposed, accounting for the total number of valid voting shares held by shareholders attending the general meeting of shareholders
0.1262%; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders:
88425849 shares were approved, accounting for% of the total number of valid voting shares held by small and medium-sized investors attending the meeting
995386%； Against 409900 shares, accounting for the valid vote held by small and medium-sized investors attending the meeting
