Beijing Weiheng (Shenzhen) law firm
about
Meig Smart Technology Co.Ltd(002881)
2021 annual general meeting
of
Legal opinion
19 / F, block D, China Resources Land building, 19 Kefa Road, Nanshan District, Shenzhen, Guangdong, China postcode: 518057 Tel: (0755) 82984411 Fax: (0755) 82984599
Beijing Weiheng (Shenzhen) law firm
About Meig Smart Technology Co.Ltd(002881)
Of the 2021 annual general meeting
Legal opinion
Wei Heng Hui Zi [2022] No. 4 to: Meig Smart Technology Co.Ltd(002881)
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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents, as well as the provisions of the Meig Smart Technology Co.Ltd(002881) articles of Association (hereinafter referred to as the “articles of association”) in force, Beijing Weiheng (Shenzhen) law firm (hereinafter referred to as “Weiheng”) accepted the entrustment of Meig Smart Technology Co.Ltd(002881) (hereinafter referred to as “your company” or “the company”) to appoint lawyer Deng Wei and lawyer Shi Lei (hereinafter referred to as “Weiheng”) to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the general meeting of shareholders”), and on the basis of necessary verification, to convene and Express legal opinions on the convening procedures, the qualifications of the participants and conveners, the voting procedures and results, etc.
In order to issue this legal opinion, lawyer Weiheng attended the shareholders’ meeting, reviewed the agenda and relevant documents provided by your company, and listened to the statements and explanations made by the board of directors of your company on relevant matters.
Your company has guaranteed and promised to lawyer Weiheng that the documents and statements and explanations provided by your company to lawyer Weiheng are complete, true and valid, the relevant copies or copies are consistent with the original, the relevant original and its signature and seal are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to lawyer Weiheng without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, lawyer Weiheng only expressed his opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and compliant, whether they comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals.
Weiheng and lawyer Weiheng strictly perform their statutory duties, follow the principles of diligence and good faith, and conduct full verification and verification in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Lawyer Weiheng, in accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued the following witness opinions on the relevant facts of the general meeting of shareholders: I. the convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 28, 2022, the board of directors of your company published the notice of Meig Smart Technology Co.Ltd(002881) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as “Notice of convening the general meeting of shareholders”) on the securities times and cninfo website, announcing the time and place of this general meeting of shareholders, the method of holding the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration method and other relevant matters according to the legal time limit.
Lawyer Weiheng believes that the convening procedures of this general meeting of shareholders of your company comply with the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of convening the general meeting of shareholders, the notice of convening the general meeting of shareholders of your company has been issued in the form of announcement 20 days in advance, which is in line with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
2. According to the notice of convening the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, attendees, registration method and other matters. The contents of such meeting notices comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
3. The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held at 15:00 p.m. on May 19, 2022 in the conference room on the 32nd floor, block B, Shenzhen International Innovation Center, No. 1006 Shennan Avenue, Futian District, Shenzhen, Guangdong Province. The online voting time is May 19, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022. The actual time and place of the general meeting of shareholders are consistent with the time and place specified in the notice of the meeting. The general meeting of shareholders is presided over by Chairman Wang Ping. Lawyer Weiheng believes that the convening procedures of the general meeting of shareholders of your company comply with the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
Verified by lawyer Weiheng, 8 shareholders and shareholders’ agents attended the shareholders’ meeting, representing 123095700 shares, accounting for 666287% of all shares of the company.
1. Attendance at on-site meetings
There were 4 shareholders and shareholder agents attending the on-site meeting, representing 110772100 shares, accounting for 599582% of all shares of the company.
2. Shareholders’ participation in online voting
Four shareholders voted through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 12323600 shares, accounting for 6.6705% of all shares of the company.
Four minority shareholders participated in the shareholders’ meeting through on-site meeting and online voting, representing 15700 shares, accounting for 0.0085% of all shares of the company.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors and senior managers of your company also attended or attended the shareholders’ meeting as nonvoting delegates. Lawyer Wei Heng and Shi Lei attended and witnessed the shareholders’ meeting on site. Affected by the pneumonia epidemic caused by novel coronavirus, Lawyer Wei Heng and Deng Wei witnessed the shareholders’ meeting by video. (III) qualification of convener of this general meeting of shareholders
According to the notice on convening the general meeting of shareholders, the convener of this general meeting of shareholders is the third board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Lawyer Weiheng believes that the shareholders, shareholders’ agents and other personnel attending the shareholders’ meeting are qualified to attend or attend the shareholders’ meeting as nonvoting delegates, and the qualification of the convener of the shareholders’ meeting is legal and effective.
3、 Voting procedures and results of various proposals of the general meeting of shareholders
(I) proposals to be deliberated at this shareholders’ meeting
According to the notice on convening the general meeting of shareholders, the matters to be considered at the general meeting of shareholders are:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Full text and summary of 2021 annual report;
4. Proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021;
5. Proposal on 2021 annual financial statement report;
6. Proposal on self-evaluation report of internal control in 2021;
1 minority shareholders refer to shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company and the directors, supervisors and senior managers of the company.
7. Proposal on the special report on the deposit and use of raised funds in 2021;
8. Proposal on Directors’ remuneration in 2021;
9. Proposal on the remuneration of supervisors in 2021;
10. Proposal on reappointment of the company’s audit institution in 2022.
After the review of lawyer Weiheng, the proposal listed in the notice notice of convening the general meeting of shareholders has been considered at the general meeting of shareholders of your company, and the on-site and online voting has been carried out in a registered manner.
Lawyer Weiheng believes that the voting method of the above proposals at the general meeting of shareholders of your company complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the current articles of association. (II) voting procedure
1. On site voting: according to the statistics of the vote monitoring representative appointed by your company on the voting results and the verification of lawyer Weiheng, the shareholders’ meeting has voted on the proposal listed in the notice of convening the shareholders’ meeting, and the on-site voting results have been announced on the spot.
2. Online voting: according to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide online information services for listed companies, the proposal listed in the notice of convening the general meeting of shareholders has been voted and counted.
Lawyer Weiheng believes that the on-site and online voting procedures of the general meeting of shareholders of your company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the current articles of association. 3. According to the combined statistics of the effective voting results of on-site voting and online voting, the proposal included in the shareholders’ meeting has been adopted. The details are as follows:
The shareholders’ meeting deliberated and approved:
(1) Work report of the board of directors in 2021
The motion is an ordinary resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
(2) Work report of the board of supervisors in 2021
The motion is an ordinary resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
(3) Full text and summary of 2021 Annual Report
The motion is an ordinary resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
(4) Proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
The motion is a special resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 15700 consent votes, accounting for 1000000% of the total number of valid voting shares of minority shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of minority shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of minority shareholders attending the meeting.
(5) Proposal on the financial final accounts report of 2021
The motion is an ordinary resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
(6) Proposal on self evaluation report of internal control in 2021
The motion is an ordinary resolution. 123095700 on-site and online votes, accounting for 1000000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 15700 consent votes, accounting for 1000000% of the total number of valid voting shares of minority shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of minority shareholders attending the meeting;
