Shanghai jintiancheng (Hangzhou) law firm
About Hangzhou Xzb Tech Co.Ltd(603040)
Of the 2021 annual general meeting
Legal opinion
Address: floor 11 / 12, Huacheng International Development building, No. 308 Fuchun Road, Shangcheng District, Hangzhou, Zhejiang Tel: 057189838088 Fax: 057189838099
Post code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Hangzhou Xzb Tech Co.Ltd(603040)
Of the 2021 annual general meeting
Legal opinion
To: Hangzhou Xzb Tech Co.Ltd(603040)
Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Hangzhou Xzb Tech Co.Ltd(603040) (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 regulations and other normative documents and the Hangzhou Xzb Tech Co.Ltd(603040) 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.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
(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 10th meeting of the 4th board of directors and decided to convene the shareholders’ meeting.
On April 29, 2022, the company made disclosure on the media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Hangzhou Xzb Tech Co.Ltd(603040) on convening the 2021 annual general meeting of shareholders was published on the website, announcing 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), place, deliberation matters, participants of the meeting, meeting registration methods, etc. the announcement date of the notice on convening the general meeting of shareholders has been more than 20 days from the 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 at 14:50 on May 20, 2022 in the multi-functional room on the first floor of the company, No. 18 Longtan Road, Cangqian street, Yuhang District, Hangzhou.
The shareholders’ meeting was held by combining on-site voting and online voting. The shareholders’ meeting adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders, i.e. 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 8 shareholders and shareholders’ agents attending the general meeting, representing 76801979 voting shares, accounting for 573195% of the total shares of the company, including:
1. Shareholders and their 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 6 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of May 13, 2022. These shareholders held 76801269 shares of the company, Accounting for 573190% 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, there were 2 shareholders who voted effectively through the online voting system, representing 710 voting shares, accounting for 0.0005% 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 6 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 3662510 voting shares, accounting for 2.7334% of the total shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; 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 and attending the shareholders’ meeting as nonvoting delegates 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 attendees 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, and 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: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. 2. Review the work report of the board of supervisors in 2021
Voting results: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. 3. Review the report on the financial accounts of 2021
Voting results: 76801279 shares were approved, accounting for 999990% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; 700 shares abstained, accounting for 0.0010% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. 4. Deliberating the proposal on the company’s profit distribution plan for 2021
Voting results: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 3662510 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Deliberating the proposal on the full text and summary of the company’s 2021 Annual Report
Voting results: 76801279 shares were approved, accounting for 999990% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; 700 shares abstained, accounting for 0.0010% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
6. Deliberating the proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company
Voting results: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 3662510 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
7. Deliberating the proposal on applying for comprehensive credit line and providing guarantee in 2022
Voting results: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 3662510 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
8. Deliberating the proposal on using idle self owned funds for entrusted financial management
Voting results: 76801979 shares were approved, accounting for 1000000% of the total number of valid voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 3662510 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
After review, the lawyers of the firm believe that the voting 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, and the voting results are legal and valid.
5、 Concluding observations
To sum up, 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 and voting procedures 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, other normative documents and the articles of association, and the voting results of this general meeting of shareholders are legal and valid.
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