Shanghai Zechang law firm
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Of the 2021 annual general meeting
Legal opinion
15th floor, Huishang building, No. 1286 Minsheng Road, Pudong New Area, Shanghai Post Code: 200135 Tel: (021) 50430980 Fax: 02150432907
May, 2002
Shanghai Zechang law firm
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Of the 2021 annual general meeting
Legal opinion
Zechang Zheng Zi 202201-05-03 to: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Entrusted by Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as "the company"), the exchange, 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 The articles of association and other relevant legal opinions (hereinafter referred to as the "articles of association"). In order to cooperate with covid-19 epidemic prevention and control, our lawyers witnessed the meeting through online video.
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
The general meeting was convened by Mr. Li Yin, chairman of the board of directors of the company. On April 30, 2022, the company issued the notice on convening the 2021 annual general meeting of shareholders on the website of Shanghai Stock Exchange and designated media such as Shanghai Securities News and securities times, announcing the time, place, deliberation matters, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 20 days from the date of the general meeting of shareholders.
In order to implement the requirements of Shanghai for epidemic prevention and control, the board of directors of the company announced Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) on May 13, 2022 the suggestive announcement on relevant precautions for attending the 2021 annual general meeting of shareholders during epidemic prevention and control. The announcement stated that the on-site meeting of the general meeting of shareholders was adjusted to online video mode and no on-site meeting room was set up. The meeting registration method is uniformly adjusted to e-mail registration, and on-site registration is no longer accepted.
The shareholders' meeting was held on May 20, 2022 by online video as scheduled. The time of online voting through the voting platform of the trading system of Shanghai Stock Exchange is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on May 20, 2022; The time for voting through the Internet voting platform of Shanghai Stock Exchange is: 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
1. Shareholders attending the meeting and their proxies
After verification, 22 shareholders and their proxies attended the general meeting, representing 41100863 voting shares, accounting for 564225% of the total shares of the company. Of which:
(1) Shareholders and their proxies attending the meeting via online video
Two shareholders and their proxies attended the shareholders' meeting by online video, representing 18759850 shares with voting rights, accounting for 257532% 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) Participation in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 20 shareholders voted through the online voting system, representing 22341013 voting shares, accounting for 306693% 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 online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 18 minority investor shareholders participated in the meeting through online video and network, representing 11751583 voting shares, accounting for 161324% of the total shares of the company.
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders' meeting are some directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the attendees of the company's general meeting of shareholders are legal and valid. 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; There was no amendment to the notice at the shareholders' meeting.
4、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following proposals by means of online video voting and online voting:
1. The proposal on the work report of the board of directors of the company in 2021 was deliberated and passed by ordinary resolution. It was agreed that: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
2. The proposal on the work report of the board of supervisors of the company in 2021 was deliberated and passed by ordinary resolution. It was agreed that: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
3. The proposal on the 2021 annual financial statement of the company was deliberated and adopted by ordinary resolution
Agreed: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
4. The proposal on the 2022 annual financial budget report of the company was deliberated and passed by ordinary resolution
Agreed: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
5. The proposal on 2021 annual report and its summary was deliberated and adopted by ordinary resolution
Agreed: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
6. The proposal on the company's profit distribution plan for 2021 was deliberated and adopted by ordinary resolution
Agreed: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is as follows:
Agreed: 11751583 shares, accounting for 1000000% of the shares held by minority shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
7. The proposal on renewing the appointment of accounting firms was deliberated and adopted by ordinary resolution
Agreed: 41100863 shares, accounting for 1000000% of the shares held by all shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is as follows:
Agreed: 11751583 shares, accounting for 1000000% of the shares held by minority shareholders attending the meeting; Objection: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
8. The proposal on the remuneration plan of the company's directors in 2022 was deliberated and adopted by ordinary resolution
Agreed: 11748973 shares, accounting for 697469% of the voting shares held by all shareholders attending the meeting; Objection: 2610 shares, accounting for 0.0155% of the voting shares held by all shareholders attending the meeting; Abstention: 5093580 shares, accounting for 302376% of the voting shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is as follows:
Agreed: 11748973 shares, accounting for 999778% of the voting shares held by minority shareholders attending the meeting; Objection: 2610 shares, accounting for 0.0222% of the voting shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the voting shares held by all shareholders attending the meeting.
Li Yin, Qin Ligang and pan min, as related shareholders, avoided voting on the proposal. 9. The proposal on the remuneration plan of the company's supervisors in 2022 was deliberated and adopted by ordinary resolution
Agreed: 41098253 shares, accounting for 999936% of the shares held by all shareholders attending the meeting; Objection: 2610 shares, accounting for 0.0064% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders, including:
Agreed: 11748973 shares, accounting for 999778% of the shares held by minority shareholders attending the meeting; Objection: 2610 shares, accounting for 0.0222% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
10. The proposal on Amending the articles of association and relevant systems of corporate governance and handling industrial and commercial change registration was deliberated and adopted by special resolution
Agreed: 41098253 shares, accounting for 999936% of the shares held by all shareholders attending the meeting; Objection: 2610 shares, accounting for 0.0064% of the shares held by all shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the company law, the rules of 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, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the procedures for convening and convening the 2021 annual general meeting of shareholders, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the meeting are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, and the resolutions adopted at the general meeting of shareholders are legal and effective.
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