About Gotion High-Tech Co.Ltd(002074)
Legal opinion of 2021 annual general meeting
To: Gotion High-Tech Co.Ltd(002074)
Entrusted by Gotion High-Tech Co.Ltd(002074) (hereinafter referred to as “the company”), Shanghai Tongli law firm (hereinafter referred to as “the firm”) appoints lawyer Zheng Jiangwen and Lawyer Wei Beibei (hereinafter referred to as “the firm”) in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies and other laws and administrative regulations The normative documents (hereinafter referred to as “laws and regulations”) and the articles of association provide legal opinions on matters related to the 2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”).
Our lawyers have reviewed and verified the relevant documents and facts of the company’s meeting in accordance with the requirements of relevant laws and regulations, the recognized ethical standards of the lawyer industry and the spirit of diligence.
In the process of review and verification, the institute assumes that:
1. All signatures, seals and seals in the above documents are true, and all documents submitted to the exchange as originals are true, accurate and complete;
2. All facts stated in the above documents are true, accurate and complete;
3. The signatories of the above documents have full civil capacity, and their signing has been properly and effectively authorized;
4. The copies of all documents submitted to the exchange are consistent with the originals, and the originals of these documents are true, accurate and complete.
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. 1581006/WZ/cj/cm/D39
On the basis of the above, in accordance with the requirements of relevant laws and regulations, the recognized moral standards of the lawyer industry and the spirit of diligence, we issue the following legal opinions on the matters mentioned in the title: 1 On the convening and convening procedures of this meeting
On April 29, 2022, the company announced the notice of Gotion High-Tech Co.Ltd(002074) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “original meeting notice”), and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022. On May 5, 2022, Mr. Li Zhen, the shareholder of the company, put forward an interim proposal and submitted it to the board of directors in writing. Therefore, on May 6, 2022, the company announced Gotion High-Tech Co.Ltd(002074) the announcement on the addition of interim proposals and supplementary notice of the 2021 annual general meeting of shareholders (after the postponement) (together with the original meeting notice, the “meeting notice”). On the same day, due to the need of overall work arrangement, the company announced Gotion High-Tech Co.Ltd(002074) the announcement on the postponement of the 2021 annual general meeting of shareholders, and the general meeting of shareholders of the company was postponed to May 23, 2022.
After verification by the lawyers of the exchange, Mr. Li Zhen directly holds more than 3% of the shares of the issuer. He shall put forward an interim proposal ten days before the general meeting of shareholders and submit it to the board of directors in writing. The board of directors shall notify other shareholders within two days after receiving the proposal and submit such interim proposal to the general meeting of shareholders for deliberation. The content of the interim proposal belongs to the scope of the general meeting of shareholders, and there are clear topics and specific resolutions. At the same time, after the postponement of the general meeting of shareholders, the company shall make an announcement at least two working days before the originally scheduled date and explain the reasons.
The board of directors of the company has specified the time, place and equity registration date of the meeting in the notice of the meeting, listed the proposals submitted to the meeting for deliberation, and disclosed the contents of the proposals in accordance with the provisions of relevant laws and regulations. As the meeting adopts the combination of on-site voting and online voting, the company also makes clear explanations on the voting code, voting procedures and other related matters of online voting in the meeting notice.
The meeting of the company was held at Gotion High-Tech Co.Ltd(002074) conference hall, 566 Huayuan Avenue, Baohe District, Hefei City, Anhui Province at 14:00 p.m. on May 23, 2022. The voting time through the trading system of Shenzhen stock exchange is from 9:15 a.m. to 9:25, from 9:30 to 11:30 p.m. and from 13:00 to 15:00 p.m. on May 23, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 23, 2022. The time and place of the meeting and the time of online voting are in line with the contents of the relevant meeting notice.
Based on the above verification, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of relevant laws and regulations and the articles of association.
1581006/WZ/cj/cm/D39 2
II About the qualification of the participants and convener of this meeting
The meeting was convened by the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws and regulations and the articles of association.
According to the shareholders’ agreement signed on May 28, 2020 between Volkswagen (China) Investment Co., Ltd. (hereinafter referred to as “Volkswagen China”) and Zhuhai GuoXuan Trading Co., Ltd. (now renamed as “Nanjing GuoXuan Holding Group Co., Ltd.”, hereinafter referred to as “GuoXuan holding”), Mr. Li Zhen and Mr. Li Chen (GuoXuan holding, Mr. Li Zhen and Mr. Li Chen are collectively referred to as “Founding shareholders”), On the premise of meeting the provisions of the shareholders’ agreement, within 36 months from the date when the relevant shares involved in Volkswagen China’s strategic investment in the company are registered in the name of Volkswagen China or within a longer period determined by Volkswagen China itself, Volkswagen China will irrevocably give up the voting rights of some of the company’s shares held by Volkswagen China, so that the voting rights proportion of Volkswagen China is at least 5% lower than that of the founding shareholders. The number of voting shares held by the founder shareholders on the equity registration date is 286750435. According to the power of attorney issued by Volkswagen China for this meeting, the number of voting shares held by Volkswagen China is 203515043.
Volkswagen China’s voting right ratio is at least 5% lower than that of the founder’s shareholders, which is in line with the agreement reached by both parties on the voting right arrangement. This voting right arrangement is legal and effective.
According to the statistical documents of voting results and relevant verification documents provided by the company, 46 shareholders (or shareholders’ agents) attended the meeting on site and by means of communication, and the number of voting shares representing the company was 508847102, accounting for 356882% of the total voting shares of the company.
According to the final confirmation of the trading system and Internet voting system of Shenzhen Stock Exchange, a total of 200 shareholders participated in the online voting of this meeting, and the number of voting shares representing the company was 96218763, accounting for 6.7483% of the total voting shares of the company. The identity of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
Based on the above verification, our lawyers believe that the qualifications of the participants and the convener of this meeting are legal and valid. III Voting procedures and results of this meeting
The meeting adopted a combination of on-site open voting and online voting to vote on the proposals listed in the meeting notice. The company counts and monitors the on-site voting according to the procedures specified in relevant laws and regulations and the articles of association. The trading system and Internet voting system of Shenzhen Stock Exchange provide the voting results of online voting.
After the voting of this meeting, the voting results of on-site voting and online voting of the company’s consolidated statistics are as follows:
1581006/WZ/cj/cm/D39 3
1. Proposal on the work report of the board of directors in 2021
The voting results are: 604744302 shares in favor, Ningbo Kbe Electrical Technology Co.Ltd(300863) shares against, 20700 shares abstaining, accounting for 999469% of the total number of valid voting shares participating in the meeting.
2. Proposal of the board of supervisors on the annual work report of 2021
The voting results are: 604744302 shares in favor, Ningbo Kbe Electrical Technology Co.Ltd(300863) shares against, 20700 shares abstaining, accounting for 999469% of the total number of valid voting shares participating in the meeting.
3. Proposal on 2021 annual financial statement report
The voting results are: 604728402 shares in favor, 308363 shares against, 29100 shares abstaining, accounting for 999442% of the total number of valid voting shares participating in the meeting.
4. Proposal on 2021 annual report and its summary
The voting results are: in favor: 604728402 shares, against: 308363 shares, abstention: 29100 shares, in favor of 999442% of the total number of valid voting shares participating in the meeting.
5. Proposal on the special report on the deposit and use of raised funds in 2021
The voting results are: 604738402 shares in favor, 308363 shares in opposition, 19100 shares in abstention, accounting for 999459% of the total number of valid voting shares participating in the meeting.
Among them, the voting results of small and medium-sized investors on the above proposal: 114001424 shares, accounting for 99.713% of the voting shares held by small and medium-sized investors attending the meeting; Against: 308363 shares; Waiver: 19100 shares. 6. Proposal on 2021 profit distribution plan
The voting results are: in favor: 604656282 shares, against: 401183 shares, abstention: 8400 shares, accounting for 999323% of the total number of valid voting shares participating in the meeting.
Among them, the voting results of small and medium-sized investors on the above proposal: 113919304 shares, accounting for 996418% of the voting shares held by small and medium-sized investors attending the meeting; 401183 shares against; Abstention: 8400 shares. 1581006/WZ/cj/cm/D39 4
7. Proposal on prediction of daily connected transactions in 2022
The voting results are: in favor: 113152174 shares, against: 318363 shares, abstention: 8400 shares, in favor of 997120% of the total number of valid voting shares participating in the meeting.
Among them, the voting results of small and medium-sized investors on the above proposal: 113114174 shares, accounting for 997120% of the voting shares held by small and medium-sized investors attending the meeting; Against: 318363 shares; Abstention: 8400 shares. 8. Proposal on applying for comprehensive credit line in 2022
The voting results are: in favor: 592072951 shares, against: 12984514 shares, abstention: 8400 shares, in favor of 978526% of the total number of valid voting shares participating in the meeting.
9. Proposal on the prediction of guarantee amount in 2022
The voting results are: in favor: 598933125 shares, against: 4787190 shares, abstention: 24100 shares, in favor of 992031% of the total number of valid voting shares participating in the meeting.
Among them, the voting results of small and medium-sized investors on the above proposal: 108629647 shares, accounting for 957588% of the voting shares held by small and medium-sized investors attending the meeting; Against: 4787190 shares; Abstention: 24100 shares.
10. Proposal on reappointment of accounting firm in 2022
The voting results are: in favor: 604520102 shares, against: 346863 shares, abstention: 198900 shares, accounting for 999098% of the total number of valid voting shares participating in the meeting.
Among them, the voting result of small and medium-sized investors on the above proposal: Yes: 113783
