Shanghai jintiancheng (Hangzhou) law firm
About Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
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 Qianjiang Motorcycle Co.Ltd(000913)
Of the 2021 annual general meeting
Legal opinion
To: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as "the firm") is entrusted by Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (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 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 Qianjiang Motorcycle Co.Ltd(000913) 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 this 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 fifth meeting of the eighth board of directors and decided to convene the general meeting of shareholders.
On April 28, 2022, the company published the notice of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) on convening the 2021 annual general meeting of shareholders on the information disclosure website designated by the CSRC. 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 as scheduled at 14:30 p.m. on May 20, 2022 in Zhejiang Qianjiang Motorcycle Co.Ltd(000913) conference room of Zhejiang Wenling economic development zone.
The general meeting of shareholders is 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 voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. 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 25 shareholders and shareholders' agents attending the general meeting, representing 246191577 voting shares, accounting for 542827% of the total shares of the company, including: 1. Shareholders and shareholders' 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 five shareholders and shareholder representatives attending the on-site meeting of the shareholders' meeting, all of whom were registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch as of the afternoon closing of May 16, 2022. These shareholders held 188628697 shares of the company, Accounting for 415907% 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 20 shareholders voted effectively through the online voting system, representing 57562880 voting shares, accounting for 126920% 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 23 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 58220180 voting shares, accounting for 128369% 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 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: 242988277 shares were approved, accounting for 986989% of the total number of valid voting shares held by shareholders attending the meeting; Against 41100 shares, accounting for 0.0167% of the total number of valid voting shares held by shareholders attending the meeting; 3162200 shares were abstained, accounting for 1.2844% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
2. Review the work report of the board of supervisors in 2021
Voting results: 243 Xinjiang Tianshan Cement Co.Ltd(000877) shares were approved, accounting for 987040% of the total number of valid voting shares held by shareholders attending the meeting; 28500 opposed shares, accounting for 0.0116% of the total number of valid voting shares held by shareholders attending the meeting; 3162200 shares were abstained, accounting for 1.2844% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
3. Review the financial statement report of 2021
Voting results: 242988277 shares were approved, accounting for 986989% of the total number of valid voting shares held by shareholders attending the meeting; Against 41100 shares, accounting for 0.0167% of the total number of valid voting shares held by shareholders attending the meeting; 3162200 shares were abstained, accounting for 1.2844% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
4. Review the 2021 profit distribution plan
Voting results: 227800895 shares were approved, accounting for 925299% of the total number of valid voting shares held by shareholders attending the meeting; 7789142 opposed shares, accounting for 3.1639% of the total number of valid voting shares held by shareholders attending the meeting; 10601540 shares were abstained, accounting for 4.3062% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 39829498 shares are agreed, accounting for 684118% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 7789142 shares, accounting for 133788% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 10601540 shares were abstained, accounting for 182094% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Deliberating the proposal on renewing the appointment of accounting firms
Voting results: 235576161 shares were approved, accounting for 956881% of the total number of valid voting shares held by shareholders attending the meeting; Against 4143216 shares, accounting for 1.6829% of the total number of valid voting shares held by shareholders attending the meeting; The total number of valid shares held by shareholders who abstained from voting accounted for 622089%. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 47604764 shares are agreed, accounting for 817668% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 4143216 shares, accounting for 7.1165% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 6472200 shares were abstained, accounting for 111168% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
6. Review the annual report and summary of 2021
Voting results: 243 Xinjiang Tianshan Cement Co.Ltd(000877) shares were approved, accounting for 987040% of the total number of valid voting shares held by shareholders attending the meeting; 28500 opposed shares, accounting for 0.0116% of the total number of valid voting shares held by shareholders attending the meeting; 3162200 shares were abstained, accounting for 1.2844% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
7. Deliberating the proposal on the prediction of daily connected transactions in 2022
Voting results: 104668977 shares were approved, accounting for 941339% of the total number of valid voting shares held by shareholders attending the meeting; Against 41100 shares, accounting for 0.0370% of the total number of valid voting shares held by shareholders attending the meeting; 6481500 shares were abstained, accounting for 5.8291% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 51697580 shares are agreed, accounting for 887967% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 41100 shares, accounting for 0.0706% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 6481500 shares were abstained, accounting for 111327% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
8. Review the proposal on the company's application for bank credit and financing plan in 2022
Voting results: 232844335 shares were approved, accounting for 945785% of the total number of valid voting shares held by shareholders attending the meeting; 70000 shares opposed, accounting for the total number of valid voting shares held by shareholders attending the meeting
0.0284%; 13277242 shares were abstained, accounting for 5.3931% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
9. Deliberating the proposal on carrying out forward foreign exchange trading business
Voting results: 219418217 shares were approved, accounting for 891250% of the total number of valid voting shares held by shareholders attending the meeting; Against 4170440 shares, accounting for 1.6940% of the total number of valid voting shares held by shareholders attending the meeting; 22602920 shares were abstained, accounting for 9.1810% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 31446820 shares are agreed, accounting for 540136% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 4170440 shares, accounting for 7.1632% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 22602920 shares were abstained, accounting for 388232% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
10. To review the regulations on using self owned idle funds to carry out entrusted financial management business
