Beijing Deheng (Hangzhou) law firm
About Zhejiang Meili High Technology Co.Ltd(300611)
Of the 2021 annual general meeting
Legal opinion
10-11 / F, Huafeng international business building, 200 Xinye Road, Shangcheng district (formerly Jianggan District), Hangzhou
Tel: 05718650808 Fax: 057187357755 zip code: 310020
Beijing Deheng (Hangzhou) law firm
About Zhejiang Meili High Technology Co.Ltd(300611)
Of the 2021 annual general meeting
Legal opinion
Deheng [hang] Shu (2022) No. 05018 to: Zhejiang Meili High Technology Co.Ltd(300611)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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 (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, regulations and other relevant normative documents issued by the China Securities Regulatory Commission, Beijing Deheng (Hangzhou) law firm (hereinafter referred to as "the firm") accepts the entrustment of Zhejiang Meili High Technology Co.Ltd(300611) (hereinafter referred to as " Zhejiang Meili High Technology Co.Ltd(300611) " or "the company") to appoint lawyers to attend the annual general meeting of shareholders in Zhejiang Meili High Technology Co.Ltd(300611) 2021 and issue this legal opinion.
This legal opinion is only used for the purpose of Zhejiang Meili High Technology Co.Ltd(300611) 2021 annual general meeting of shareholders. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of Zhejiang Meili High Technology Co.Ltd(300611) this general meeting of shareholders.
In accordance with the requirements of the rules of general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and documents involved in Zhejiang Meili High Technology Co.Ltd(300611) this general meeting of shareholders, and attended the annual general meeting of shareholders in Zhejiang Meili High Technology Co.Ltd(300611) 2021. Now they issue the following legal opinions:
1、 Procedures for convening and convening this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
On April 22, 2022, the 15th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders. The convener of this general meeting of shareholders is the board of directors of the company.
On April 26, 2022, the board of directors of the company held a meeting on http://www.cn.info.com.cn The notice on convening the 2021 annual general meeting of shareholders was publicly released, which stated the session of the general meeting of shareholders, the convener of the meeting, the legality and compliance of the meeting, the date and time of the meeting, the method of holding the meeting, the date of equity registration, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the proposal code, the method of meeting registration, the specific operation process of participating in online voting, the contact of meeting affairs Other matters, documents for future reference, etc.
(II) convening procedures of the general meeting of shareholders
The shareholders' meeting adopts the combination of on-site voting and online voting, and the equity registration date is Friday, May 13, 2022.
The on-site meeting of the general meeting of shareholders will be held at 14:30 p.m. on Friday, May 20, 2022. The meeting place is located in the conference room on the third floor of the company's administrative building, No. 1365, Xinchang Avenue West Road, Xinchang County, Zhejiang Province.
The online voting of the general meeting of shareholders was conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. The time for 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 specific time for voting through the Internet system of Shenzhen stock exchange is 9:15-15:00 on May 20, 2022.
At 14:30 p.m. on May 20, 2022, the on-site meeting of the general meeting of shareholders was held in the conference room on the third floor of the company's administrative building, No. 1365, Xinchang Avenue West Road, Xinchang County, Zhejiang Province. The actual time, place and other matters of the on-site meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
(III) proposal of the general meeting of shareholders
According to the agenda of the shareholders' meeting, the proposals submitted to the shareholders' meeting for deliberation are as follows:
1. Proposal on the work report of the board of directors in 2021
2. Proposal on the work report of the board of supervisors in 2021
3. Proposal on the 2021 annual financial statement of the company
4. Proposal on the company's profit distribution plan for 2021
5. Proposal on the full text and summary of the company's 2021 Annual Report
6. Proposal on applying for comprehensive credit line from banks
7. Proposal on reappointment of Tianjian Certified Public Accountants (special general partnership) as the company's external auditor in 2022
8. Proposal on the remuneration distribution plan for directors and senior executives of the company in 2022
9. Proposal on the remuneration distribution plan of the company's supervisors in 2022
The above proposals have been deliberated and adopted at the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors of the company, and the relevant contents have been listed on cninfo.com, the information disclosure website designated by the CSRC on the gem（ http://www.cn.info.com.cn. ）Disclosure on.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
(I) qualification of the attendees of the general meeting of shareholders
In accordance with the company law, the securities law, the articles of association of Zhejiang Meili High Technology Co.Ltd(300611) and the notice of the general meeting of shareholders, the persons attending the general meeting of shareholders are:
1. Shareholders attending the general meeting
As of 15:00 p.m. on May 13, 2022, at the end of the transaction, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting have the right to attend and exercise their voting rights; A shareholder who cannot attend the on-site meeting in person may entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company or participate in online voting during online voting time.
After the lawyer of the firm checked the signatures and power of attorney of shareholders and shareholders' agents attending the shareholders' meeting, the attendance of the meeting is as follows:
There are 6 shareholders or shareholders' representatives who vote on site and online, and the number of voting shares represented is 76344500, accounting for 426593% of the total voting shares of the company.
Among them, there are 4 shareholders or shareholders' representatives who vote on site. The number of voting shares represented is 76325000, accounting for 19500 shares of the company and 0.0109% of the total voting shares of the company.
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the lawyers of the firm examined the shareholder account registration certificate, legal representative authorization certificate, natural person shareholder account registration certificate and personal ID card of the corporate shareholders attending the meeting. The shareholders attending the shareholders' meeting are the shareholders recorded in the register of shareholders on the equity registration date of the shareholders' meeting.
2. Other persons attending the general meeting of shareholders
The directors, supervisors and senior managers of the company attended the shareholders' meeting, and the lawyers of the firm attended the shareholders' meeting as nonvoting delegates. The lawyers of the firm believe that these personnel are legally qualified to attend the general meeting of shareholders. Upon the inspection of the lawyers of the exchange, the qualification of the attendees of the general meeting of shareholders is legal and valid.
(II) qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company, and its qualification as the convener of the general meeting of shareholders is legal and valid.
Our lawyers believe that the qualifications of the persons attending and attending the general meeting of shareholders as nonvoting delegates and the convener of the general meeting of shareholders are legal and valid, and comply with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
According to the inspection, the general meeting of shareholders voted on the above-mentioned proposals by means of a combination of on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association, counted and monitored the votes in accordance with the procedures specified in the articles of association, and announced the voting results on the spot.
The voting results of various proposals at the shareholders' meeting are as follows:
1. Proposal on the work report of the board of directors in 2021
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
2. Proposal on the work report of the board of supervisors in 2021
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
3. Proposal on the 2021 annual financial statement of the company
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
4. Proposal on the company's profit distribution plan for 2021
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
5. Proposal on the full text and summary of the company's 2021 Annual Report
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
6. Proposal on applying for comprehensive credit line from banks
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
7. Proposal on reappointment of Tianjian Certified Public Accountants (special general partnership) as the company's external auditor in 2022
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the total voting results of minority shareholders: 47500 shares were agreed, accounting for 100% of the total voting shares of minority shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was deliberated and passed.
8. Proposal on the remuneration distribution plan for directors and senior executives of the company in 2022
Total voting results: 76344500 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares (among which, 0 shares are abstained by default due to non voting), accounting for 20% of the participants
