Beijing Jinchengtongda (Hangzhou) law firm
About
Zhejiang Taifu Pump Co.Ltd(300992)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
15 / F, block a, China Resources Building, 1366 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang
Tel: 0571-5813 1580 Fax: 0571-8513 2130
January, 2002
About Zhejiang Taifu Pump Co.Ltd(300992)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Zhejiang Taifu Pump Co.Ltd(300992)
Beijing Jinchengtongda (Hangzhou) law firm (hereinafter referred to as “the firm”) accepted the entrustment of Zhejiang Taifu Pump Co.Ltd(300992) (hereinafter referred to as “the company”) and appointed lawyers Ke Cheng and fan hongjiawei (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 18, 2022, Witness the legality of the convening of the general meeting of shareholders of the company, and issue this legal opinion according to law.
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and 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”) The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and other laws, regulations, rules and normative documents, as well as the Zhejiang Taifu Pump Co.Ltd(300992) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting and reviewed and verified the documents and materials related to the shareholders’ meeting provided by the company in accordance with the requirements and provisions of China’s current effective laws, regulations, rules and normative documents.
In this legal opinion, the lawyers of the firm only discuss whether the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of laws, regulations, rules, normative documents and the articles of Association; Whether the qualifications of attendees and conveners are legal and valid; Express opinions on whether the voting procedures, voting methods and voting results of the meeting are legal and effective.
This legal opinion is only for the purpose of this shareholders’ meeting of the company and shall not be used for any other purpose by any other person. Our lawyers agree to publish this legal opinion together with other announcement documents of the company, and bear the responsibility for the legal opinions published in this legal opinion.
In accordance with the requirements of the current effective laws, regulations, rules and normative documents in China, and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, our lawyers give the following legal opinions on the relevant matters involved in this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 31, 2021, the company held the 13th meeting of the third board of directors and decided to convene the shareholders’ meeting on January 18, 2022. On December 31, 2021, the board of directors of the company opened the website of Shenzhen Stock Exchange (www.szse. CN.) The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-047) was issued, announcing the meeting time, place, deliberation content, attendees, registration methods and contact information of the general meeting of shareholders.
After verification, our lawyers believe that the announcement date of the notice of the shareholders’ meeting is in line with the relevant provisions of the company law, the securities law, the rules of the shareholders’ meeting, the listing rules and other current laws, regulations, rules, normative documents and the articles of association.
(II) convening of the general meeting of shareholders
At 14:30 on January 18, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in the conference room on the third floor, No. 5 Zhejiang Taifu Pump Co.Ltd(300992) Longmen Avenue, East New Area, Wenling City, Taizhou City, Zhejiang Province. The meeting was presided over by Mr. Chen Yiwen, chairman. The actual time and place of the meeting were consistent with the contents of the announcement.
The online voting system adopts the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The voting time through the trading system voting platform is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 18, 2022; The voting time through the Internet voting platform is any time from 9:15 a.m. to 15:00 p.m. on January 18, 2022.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law, the securities law, the rules of the general meeting of shareholders, the listing rules and other current laws, regulations, rules, normative documents and the relevant provisions of the articles of association.
2、 The qualifications of the convener of the shareholders’ meeting and the persons attending or attending the meeting as nonvoting delegates
(I) convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the board of directors of the company, which complies with the relevant provisions of the company law, securities law, rules for shareholders’ meeting, listing rules and other current laws, regulations, rules, normative documents and the articles of association.
(II) persons attending or attending the shareholders’ meeting as nonvoting delegates
1. Shareholders of the company and their entrusted agents
According to the notice of the meeting, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of January 12, 2022 have the right to attend and vote at the general meeting of shareholders. A shareholder who is unable to attend the meeting in person for some reason may entrust a proxy to attend and vote on his behalf.
A total of 11 shareholders and their entrusted agents attended the on-site meeting of the general meeting of shareholders, representing 61385400 shares of the company, accounting for 67.6050% of the total voting shares of the company. They are all registered shareholders of the company in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the stock market on the equity registration date (January 12, 2022).
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders, our lawyers believe that the identity of the shareholders attending the general meeting of shareholders is true and valid, have the legal qualification to attend the general meeting of shareholders, and have the right to consider and vote on the matters considered at the general meeting of shareholders.
2. Other persons attending or attending the general meeting of shareholders as nonvoting delegates
In addition to the shareholders or their entrusted agents attending the general meeting of shareholders, other personnel attending or attending the meeting as nonvoting delegates are directors, supervisors, senior managers, lawyers and other personnel of the company, who are legally qualified to attend or attend the general meeting of shareholders as nonvoting delegates.
In conclusion, our lawyers believe that the qualifications of the convener of the shareholders’ meeting and the personnel attending or attending the shareholders’ meeting are legal and effective, and comply with the relevant provisions of the company law, the securities law, the rules for the shareholders’ meeting, the listing rules and other existing laws, regulations, rules, normative documents and the articles of association. 3、 Proposal on the shareholders’ meeting
All proposals of the general meeting of shareholders have been listed in the notice of the announced meeting; The matters considered at the shareholders’ meeting are consistent with those listed in the meeting notice; The shareholders’ meeting does not vote on matters not listed in the meeting notice convening the shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
Two shareholder representatives, one supervisor representative and two lawyers are jointly responsible for counting and supervising the votes. The voting results are announced on the spot as follows:
1. The proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects agrees that 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
2. The proposal on the company’s plan to issue convertible corporate bonds to unspecified objects has been deliberated item by item on the following contents:
(1) The types of securities issued this time are 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(2) Issuance scale: 61390088 shares are approved, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares. Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(3) The duration of convertible bonds is 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares. Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(4) The par value and issue price agree to 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(5) The coupon rate is 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares. Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(6) The term and method of repayment of principal and interest agree to 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(7) During the term of share conversion, 61390088 shares are agreed, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares. Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(8) For the determination of the conversion price, 61390088 shares were agreed, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares. Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(9) The adjustment and calculation method of share conversion price are agreed to 61390088 shares, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(10) The conversion price is revised downward, and 61390088 shares are agreed, accounting for 100.0000% of the effective voting shares; 0 dissenting shares, accounting for 0.0000% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 13706888 shares were agreed, accounting for 100.0000% of the effective voting shares of small and medium-sized shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
(11) The method for determining the number of shares to be converted and the treatment method for the amount of less than one share at the time of conversion are agreed 61390,
