Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) : legal opinion on Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) 2021 annual general meeting of shareholders, 20th floor, China Resources Building, No. 8 Jianguomen North Street, Beijing zip code: 100005 Tel: (86-10) 85191300 Fax: (86-10) 85191350 [email protected]. Beijing JUNHE law firm
About Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269)
Legal opinion of 2021 annual general meeting
To: Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269)
Beijing JUNHE law firm (hereinafter referred to as "the firm") accepts Shanghai MetS bonway Clothing Co., Ltd
The entrustment of the company (hereinafter referred to as "the company") is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies (revised in 2022) and other laws and regulations in force in China (for the purpose of this legal opinion, "China" does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) Normative documents and the current effective Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) articles of association of the company
Hereinafter referred to as the articles of association) and the rules of procedure of Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) shareholders' meeting, this legal opinion is issued on the matters related to the 2021 annual shareholders' meeting (hereinafter referred to as the "shareholders' meeting").
In order to issue this legal opinion, we have examined the relevant documents and their copies provided by the company, checked the originals of the relevant documents, and obtained the following guarantee from the company: the company has provided us with the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, which are true and complete, and do not
Any omission or concealment; The copy materials or copies provided are completely consistent with the original materials or originals
The validity of the original of the document has not been revoked by the relevant government departments within its validity period, and it shall be issued on the date of this legal opinion
Each day is held by its respective legal holders; The documents provided and the signatures and seals on the documents are true; The documents and facts provided are true, accurate and complete. For the fact that the issuance of this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the issuance of this legal opinion by relevant government departments or other relevant institutions
This legal opinion is issued in accordance with the supporting documents issued by the company and the instructions or confirmation issued by the company or other parties.
This legal opinion only deals with the convening and convening procedures of the general meeting of shareholders and the capital of the personnel attending the general meeting of shareholders
Beijing headquarters Tel: (86-10) 85191300 Shenzhen Branch Tel: (86-755) 25870765 Dalian Branch Tel: (86-411) 82507578 Hong Kong Branch Tel: (852) 21670000 Fax: (86-10) 85191350 Fax: (86-755) 25870780 Fax: (86-411) 82507579 Fax: (852) 21670050 Shanghai Branch Tel: (86-21) 52985488 Guangzhou Branch Tel: (86-20) 28059088 Haikou Branch Tel: (86-898) 68512544 New York branch Tel: (1-212) 7038702 Fax: (86-21) 52985492 Fax: (86-20) 28059099 Fax: (86-898) 68513514 Fax: (1-212) 7038720 Silicon Valley Branch Tel: (1-888) 8868168 Hangzhou branch Tel: (86-571) 26898188 Qingdao Branch Tel: (86-532) Tel: (www. Dongguan Dingtong Precision Metal Co.Ltd(688668) 866889) Dongguan Dingtong Precision Metal Co.Ltd(688668) 89-68868881-6899 (Tel: (www. Dongguan Dingtong Precision Metal Co.Ltd(688668) 89) 6888 com. Express opinions on whether the provisions of the articles of association and the voting results are legal and effective, and do not express opinions on the authenticity, accuracy or legitimacy of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
Affected by the epidemic of pneumonia caused by novel coronavirus, the lawyers assigned by the exchange attended the general meeting of shareholders by video, witnessed the general meeting of shareholders, and in accordance with the provisions and requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, Checked and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents related to the general meeting of shareholders provided by the company. On this basis, our legal opinions on the facts occurring on and before the date of issuance of this legal opinion are as follows:
1、 On the convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On April 29, 2022, the board of directors of the company held the 14th meeting of the 5th board of directors, deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders, and agreed to convene the 2021 annual general meeting of shareholders of the company on May 20, 2022.
2. On April 30, 2022 and May 18, 2022, the board of directors of the company published the notice of Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) on convening the 2021 annual general meeting of shareholders and the notice of Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) on matters needing attention in attending the 2021 annual general meeting of shareholders during epidemic prevention and control (hereinafter collectively referred to as the "Notice of the meeting") on the website of Shenzhen Stock Exchange and the designated media for information disclosure, The notice of the meeting lists the voting method of the shareholders' meeting, the date, time, place, method, convener, deliberation proposal, attendees, registration method of the meeting, etc.
(II) convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the company's conference room at 9:00 a.m. on Friday, May 20, 2022. In view of the severe epidemic situation in Shanghai recently, online video participation was added to the shareholders' meeting. 3. According to the notice of the meeting, the online voting time of the shareholders' meeting is as follows: 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 20, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is 2022
Any time from 9:15 a.m. to 15:00 p.m. on May 20, 2014.
After verification by our lawyers, the actual time, place and method of the shareholders' meeting are consistent with the time, place and method notified in the meeting notice and the matters submitted to the meeting for deliberation.
Accordingly, our lawyers believe that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
(II) qualification of personnel attending the general meeting of shareholders
1. According to the statistics of shareholders (and their agents) attending the on-site meeting and relevant verification documents provided by the company, there were 2 Shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented was 1271388059 shares, accounting for 506025% of the total shares of the company on the equity registration date.
2. According to the online voting statistics of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 25 shareholders participating in the online voting of the general meeting of shareholders, and the number of voting shares representing the company is 2322500, accounting for 0.0924% of the total shares of the company on the date of equity registration.
3. In addition to the above-mentioned personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included some directors, supervisors, Secretary of the board of directors and lawyers of the company. Other senior managers of the company attended the on-site meeting of the shareholders' meeting as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the convener and participants of the general meeting of shareholders are in line with laws Regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders' meeting are consistent with the notice of the meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm. The shareholders and shareholders' representatives attending the on-site voting of the general meeting of shareholders did not raise any objection to the on-site voting results.
3. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shenzhen Stock Exchange and the Internet voting platform of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. According to the statistical results of the voting at the on-site meeting, the meeting host announced the voting on the proposal at the on-site meeting.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the voting of the general meeting of shareholders is as follows in accordance with laws, regulations, normative documents and the articles of association:
(1) Deliberated and adopted the work report of the board of directors in 2021
Voting results: 1273601359 shares were approved, accounting for 999914% of the total voting shares attending the general meeting of shareholders; 109200 shares opposed, accounting for 0.0086% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
(2) Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 1273601359 shares were approved, accounting for 999914% of the total voting shares attending the general meeting of shareholders; 109200 shares opposed, accounting for 0.0086% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
(3) Deliberated and adopted the financial final accounts report of 2021
Voting results: 1273601359 shares were agreed, accounting for
