Beijing Jindu (Hangzhou) law firm
About wankai New Material Co., Ltd
Of the 2021 annual general meeting
Legal opinion
To: wankai New Material Co., Ltd
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as the firm) has accepted the entrustment of wankai new materials Co., Ltd. (hereinafter referred to as the company), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people's Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents (hereinafter referred to as laws and regulations) and the relevant provisions of the current effective articles of association, a lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 20, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The current effective articles of association of wankai new materials Co., Ltd. (hereinafter referred to as the articles of association); 2. The company's announcement on the resolution of the 11th meeting of the first board of directors and the resolution of the 8th meeting of the first board of supervisors published on cninfo.com and the website of Shenzhen Stock Exchange;
3. Notice of wankai New Material Co., Ltd. on convening the 2021 annual general meeting of shareholders published on cninfo.com and the website of Shenzhen Stock Exchange;
4. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
5. Registration records and voucher materials of shareholders, directors, supervisors, Secretary of the board of directors and senior managers attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Network Co., Ltd;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; The documents and materials provided by the company to the exchange are true, accurate, complete and effective; If the document is a copy or copy, it shall be consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures, and the voting results comply with the provisions of relevant laws and regulations such as the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws and regulations, the articles of association and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company's general meeting of shareholders, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued at this shareholders' meeting are legal and accurate, and there are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
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.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
（1） Convening of this general meeting of shareholders
On April 28, 2022, the 11th meeting of the first board of directors deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022.
On April 28, 2022, the company published the notice of wankai New Material Co., Ltd. on convening the 2021 annual general meeting of shareholders in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
（2） Convening of this general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders was held on May 20, 2022 in Conference Room 203, administrative building, No. 15, Wenlan Road, Jianshan new area, Haining, Jiaxing City, Zhejiang Province. The on-site meeting was presided over by Shen Zhigang, chairman of the company.
2. The online voting of the general meeting of shareholders adopts the online voting system of Shenzhen Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposal deliberated at the meeting are consistent with the time, place and method announced in the notice of wankai new materials Co., Ltd. on convening the 2021 annual shareholders' meeting and the matters submitted to the meeting for deliberation.
The lawyer of the firm believes that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the rules of the general meeting of shareholders and other relevant laws and regulations and the relevant provisions of the articles of association.
2、 Qualification of personnel attending the shareholders' meeting and Convener
（1） Qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the business license of the corporate shareholders attending the shareholders' meeting, the certificate or power of attorney of the legal representative, and the personal identity certificate of the natural person shareholders attending the shareholders' meeting, and confirmed that there were 12 shareholders and shareholders' agents attending the company's shareholders' meeting, representing 159865002 shares with voting rights, Accounting for 465542% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Network Co., Ltd., 14 shareholders participated in the online voting of the general meeting of shareholders, representing 39586 voting shares, accounting for 0.0115% of the total voting shares of the company.
Among them, there are 22 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 9789586 voting shares, accounting for 2.8508% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 26, representing 159904588 voting shares, accounting for 465657% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting by on-site or video also included the company's directors, supervisors, Secretary of the board of directors, lawyers of the firm, the company's manager and other senior managers.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the organization 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 relevant laws and regulations and the articles of association, our lawyers believe that, The qualification of the persons attending the shareholders' meeting shall comply with the provisions of the rules of shareholders' meeting and other relevant laws and regulations and the articles of association.
（2） Qualifications of the convener of the general meeting of shareholders
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of the rules of shareholders' meeting and other relevant laws and regulations and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
（1） Voting procedures of the general meeting of shareholders
1. The proposal deliberated at this general meeting of shareholders is consistent with the notice of wankai new materials Co., Ltd. on convening the 2021 annual general meeting of shareholders, and there is no situation 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 meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Network Co., Ltd. provided the company with statistical data documents of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site voting and online voting, and announced the adoption of the proposal according to the voting results.
（2） Voting results of this shareholders' meeting
Witnessed by our lawyers, the following proposals were deliberated and adopted at the shareholders' meeting in accordance with the rules of shareholders' meeting and other relevant laws and regulations and the articles of association:
1. The voting results of the company's 2021 annual report and its summary are as follows:
159899788 shares were approved, accounting for 999970% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 4800 dissenting shares, accounting for 0.0030% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 9784786 shares, accounting for 999510% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4800 opposed shares, accounting for attending shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the 2021 annual report of the board of directors are as follows:
159899788 shares were approved, accounting for 999970% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 4800 dissenting shares, accounting for 0.0030% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 9784786 shares, accounting for 999510% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4800 opposed shares, accounting for 0.0490% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. The voting results of the work report of the board of supervisors in 2021 are as follows:
159899788 shares were approved, accounting for 999970% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 4800 dissenting shares, accounting for 0.0030% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 9784786 shares, accounting for 999510% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4800 opposed shares, accounting for 0.0490% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. The voting results of the company's 2021 annual financial statement report are as follows:
159899788 shares were approved, accounting for 999970% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 4800 dissenting shares, accounting for 0.0030% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 9784786 shares, accounting for 999510% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4800 opposed shares, accounting for 0.0490% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
5. The voting results of the proposal on the profit distribution plan for 2021 are as follows:
159899788 shares were approved, accounting for 999970% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 4800 dissenting shares, accounting for 0.0030% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 9784786 shares, accounting for 999510% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4800 opposed shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting
