Shanghai jintiancheng (Hangzhou) law firm
About Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Of the 2021 annual general meeting
Legal opinion
Address: 12 / F, Huacheng International Development building, No. 308, Fuchun Road, Shangcheng District, Hangzhou
Tel: 057189838088 Fax: 057189838099
Post code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Of the 2021 annual general meeting
Legal opinion
To: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) (hereinafter referred to as “the company”) to hold 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 of 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 Youpon Integrated Ceiling Co.Ltd(002718) 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.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
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 held the 21st Meeting of the Fourth Board of directors and decided to convene this general meeting of shareholders.
The company published the notice of Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) on convening the 2021 annual general meeting of shareholders on the information disclosure website designated by the CSRC on April 29, 2022. The aforesaid notice of the meeting stated the convener, date and time of the general meeting of shareholders (including the date and time of the on-site meeting and the date and time of online voting), the way of holding, the date of equity registration, the participants, the place of the meeting, the matters to be considered at the meeting On site meeting registration method, 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 14:30 p.m. on May 20, 2022 in the conference room of the company at No. 388, Baibu Avenue, Baibu Town, Haiyan County, 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 20, 2022; The specific time of voting through the Internet of Shenzhen stock exchange is any time during 9:15-15:00 on May 20, 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 6 shareholders and shareholders’ agents attending the general meeting, representing 92581947 voting shares, accounting for 704325% 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 attending the shareholders’ meeting were found. There were 6 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 at the end of the transaction of Shenzhen Stock Exchange at 15:00 on May 13, 2022, These shareholders hold 92581947 shares of the company, accounting for 704325% 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 provider of the online voting system, there are 0 shareholders who effectively vote through the online voting system, representing 0 shares with voting rights, accounting for 0% 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 0 small and medium-sized investor shareholders participated in the meeting through the site and network, representing 0 shares with voting rights, accounting for 0% of the total shares of the company.
(Note: minority investor shareholders refer to other shareholders of the company except the following shareholders: 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 the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendants of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, which is 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 the 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. Proposal on 2021 annual report and its summary
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2. Work report of the board of directors in 2021
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
3. Work report of the board of supervisors in 2021
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
4. Financial statement report of 2021
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Proposal on profit distribution plan in 2021
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
6. Proposal on reappointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
7. Proposal on applying for comprehensive credit line from banks
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
8. Proposal on providing guarantee for holding subsidiaries
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
9. Proposal on the remuneration of non independent directors and allowance scheme for independent directors in 2022
Voting results: 92581947 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of shareholders of small and medium-sized investors is: agree to 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
10、
