| Time: July 29, 2024 19:20:37 China Finance Network |
Original Title:Weilgao: Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Jiangxi Weilgao Electronics Co., Ltd. in 2024
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Guangdong Xinda Law Firm
On Jiangxi Weilgao Electronics Co., Ltd. Second Extraordinary General Meeting of Shareholders in 2024
Legal Opinion
Xinda Legal Opinion (2024) No. 214
To: Jiangxi Weilgao Electronics Co., Ltd.
According to the “Company Law of the People’s Republic of China” (hereinafter referred to as “Company Law”), “Securities Law of the People’s Republic of China” (hereinafter referred to as “Securities Law”), “Rules for General Meetings of Listed Companies” (hereinafter referred to as “Rules”), and other laws, regulations, and the currently valid “Articles of Association of Jiangxi Weilgao Electronics Co., Ltd.” (hereinafter referred to as “Articles of Association”), Guangdong Xinda Law Firm (hereinafter referred to as “Xinda”) accepts your company’s entrustment to appoint lawyers Luo Xiaodan and Wang Jianwei (hereinafter referred to as “Xinda Lawyers”) to attend your company’s Second Extraordinary General Meeting of Shareholders in 2024 (hereinafter referred to as “this meeting”) and to issue witnessing opinions on the convening, convening procedures, attendees and qualifications of the convener, voting procedures, and results of the meeting after necessary verification work has been conducted.
Xinda Lawyers are issuing the following witness opinions based on the requirements of Article 5 of the “Rules” and according to generally recognized professional standards, ethical norms, and due diligence spirit in the legal profession regarding the relevant facts of this meeting:
1. The convening and holding procedures of this meeting
(a) The convening of this meeting
Your company’s board of directors published the “Notice on the Convening of the Second Extraordinary General Meeting of Shareholders of Jiangxi Weilgao Electronics Co., Ltd. in 2024″ (hereinafter referred to as “Board Announcement”) on the Giant Tide Information website on July 13, 2024, announcing the time and place of the meeting, method of holding the meeting, agenda of the meeting, attendees, registration method, and other relevant matters within the statutory time frame.
Xinda Lawyers believe: Your company’s convening procedures for this meeting comply with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
(b) The holding of this meeting
1. According to the “Board Announcement,” notice for this meeting was made 15 days in advance, in compliance with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
2. According to the “Board Announcement,” the main contents of the meeting notice include: meeting time, location, agenda, attendees, registration methods, etc. The contents of the meeting notice comply with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
3. This meeting was held as scheduled at 14:00 on July 29, 2024, in the VIP Lounge 3 on the second floor of the Dingshihui International Hotel, located at No. 12, Baotian Road, Bao’an District, Shenzhen. The actual time, location, and voting method for the meeting were consistent with those described in the meeting notice, and the meeting was presided over by Ms. Deng Yanqun, the chairperson of the company.
Xinda Lawyers believe: The procedures for holding this meeting comply with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
2. Qualifications of participants in this meeting, qualification of the convener
(a) Shareholders and their agents attending this meeting
According to Xinda Lawyers’ verification of the shareholder list from the statutory securities registration agency as of the end of trading on July 22, 2024, the names of the attending shareholders, shareholder proof documents, and resident ID numbers match those recorded in the shareholder registry; the attending shareholder agents hold valid and effective power of attorney and related identification documents.
(b) Other participants attending or present at this meeting
Directors, supervisors, senior management, and Xinda Lawyers of the company also attended or were present at this meeting.
(c) Qualification of the convener of this meeting
According to the “Board Announcement,” the convener of this meeting is your company’s board of directors, which has the qualification to convene this meeting.
Xinda Lawyers believe: All shareholders, shareholder agents, and other participants attending or present at this meeting are qualified to do so, and the qualification of the convener for this meeting is legal and valid.
3. Voting procedures for this meeting
Upon verification by Xinda Lawyers, your company reviewed the proposals listed in the notice of this meeting and conducted voting by means of registered voting, both on-site and online.
(a) Proposals reviewed at this meeting
According to the “Board Announcement,” this meeting reviewed:
1.00 “Proposal on Election of Non-Independent Directors for the Second Board of Directors”;
1.01 “Election of Deng Yanqun as Non-Independent Director of the Second Board of Directors”;
1.02 “Election of Chen Xing as Non-Independent Director of the Second Board of Directors”;
1.03 “Election of Jia Xiaoyan as Non-Independent Director of the Second Board of Directors”;
2.00 “Proposal on Election of Independent Directors for the Second Board of Directors”;
2.01 “Election of Liu Muyong as Independent Director of the Second Board of Directors”;
2.02 “Election of Tang Yanling as Independent Director of the Second Board of Directors”;
3.00 “Proposal on Election of Non-Employee Representative Supervisors for the Second Board of Supervisors”;
3.01 “Election of Rao Jianwu as Non-Employee Representative Supervisor of the Second Board of Supervisors”;
3.02 “Election of Tao Zhi as Non-Employee Representative Supervisor of the Second Board of Supervisors”;
4.00 “Proposal on the 2024 Restrictive Stock Incentive Plan (Draft) and its Summary”;
5.00 “Proposal on the Implementation Assessment Management Measures for the 2024 Restrictive Stock Incentive Plan”;
6.00 “Proposal to Authorize the Board of Directors to Handle Matters Related to the 2024 Restrictive Stock Incentive Plan.”.
(b) Voting procedures
1. On-site voting situation
According to the statistics from the appointed ballot monitors of your company and the verification by Xinda Lawyers, voting was conducted on the proposals included in the meeting notice, and the on-site voting results were announced immediately. Xinda Lawyers believe: The procedures for on-site voting comply with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
2. Online voting situation
According to the online voting results provided by Shenzhen Securities Information Co., Ltd., authorized to provide online information services for listed companies, all proposals listed in this general meeting notice were voted on and counted. Xinda Lawyers believe: The online voting for this meeting complies with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association.
(c) Voting results
Upon verification by Xinda Lawyers, it is confirmed that there was no simultaneous voting in on-site and online votes; the proposals included in this general meeting were approved by combining the results of on-site and online votes. Specifically:
1. “Proposal on Election of Non-Independent Directors for the Second Board of Directors”
This proposal was voted on by cumulative voting method item by item, with specific voting details and results as follows:
1.01 “Election of Deng Yanqun as Non-Independent Director of the Second Board of Directors”
Voting result: 91,354,396 shares voted in favor, accounting for 96.1394% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,658,876 shares in favor, accounting for 74.3957% of the voting shares held by attending small and medium investors.
1.02 “Election of Chen Xing as Non-Independent Director of the Second Board of Directors”
Voting result: 91,357,538 shares voted in favor, accounting for 96.1428% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,662,018 shares in favor, accounting for 74.4176% of the voting shares held by attending small and medium investors.
1.03 “Election of Jia Xiaoyan as Non-Independent Director of the Second Board of Directors”
Voting result: 91,352,333 shares voted in favor, accounting for 96.1373% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,656,813 shares in favor, accounting for 74.3813% of the voting shares held by attending small and medium investors.
2. “Proposal on Election of Independent Directors for the Second Board of Directors”
This proposal was voted on by cumulative voting method item by item, with specific voting details and results as follows:
2.01 “Election of Liu Muyong as Independent Director of the Second Board of Directors”
Voting result: 91,352,428 shares voted in favor, accounting for 96.1374% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,656,908 shares in favor, accounting for 74.3819% of the voting shares held by attending small and medium investors.
2.02 “Election of Tang Yanling as Independent Director of the Second Board of Directors”
Voting result: 91,357,578 shares voted in favor, accounting for 96.1428% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,662,058 shares in favor, accounting for 74.4179% of the voting shares held by attending small and medium investors.
3. “Proposal on Election of Non-Employee Representative Supervisors for the Second Board of Supervisors”
This proposal was voted on by cumulative voting method item by item, with specific voting details and results as follows:
3.01 “Election of Rao Jianwu as Non-Employee Representative Supervisor of the Second Board of Supervisors”
Voting result: 91,352,438 shares voted in favor, accounting for 96.1374% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,656,918 shares in favor, accounting for 74.3820% of the voting shares held by attending small and medium investors.
3.02 “Election of Tao Zhi as Non-Employee Representative Supervisor of the Second Board of Supervisors”
Voting result: 91,357,578 shares voted in favor, accounting for 96.1428% of the voting shares held by attending shareholders.
Among which, the result of the voting by attending small and medium investors: 10,662,058 shares in favor, accounting for 74.4179% of the voting shares held by attending small and medium investors.
4. “Proposal on the 2024 Restrictive Stock Incentive Plan (Draft) and its Summary”
Voting result: 94,992,003 shares voted in favor, accounting for 99.9676% of the total valid voting shares present at this meeting; 15,200 shares opposed, accounting for 0.0160%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.0164% of the total valid voting shares present at this meeting.
Among which, the result of the voting by attending small and medium investors: 14,296,483 shares in favor, accounting for 99.7850% of the total valid voting shares held by small shareholders present at this meeting; 15,200 shares opposed, accounting for 0.1061%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.1089% of the total valid voting shares held by small shareholders present at this meeting.
This proposal is a special resolution item and was passed by more than two-thirds of the voting rights held by shareholders present at this meeting.
5. “Proposal on the Implementation Assessment Management Measures for the 2024 Restrictive Stock Incentive Plan”
Voting result: 94,992,003 shares voted in favor, accounting for 99.9676% of the total valid voting shares present at this meeting; 15,200 shares opposed, accounting for 0.0160%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.0164% of the total valid voting shares present at this meeting.
Among which, the result of the voting by attending small and medium investors: 14,296,483 shares in favor, accounting for 99.7850% of the total valid voting shares held by small shareholders present at this meeting; 15,200 shares opposed, accounting for 0.1061%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.1089% of the total valid voting shares held by small shareholders present at this meeting.
This proposal is a special resolution item and was passed by more than two-thirds of the voting rights held by shareholders present at this meeting.
6. “Proposal to Authorize the Board of Directors to Handle Matters Related to the 2024 Restrictive Stock Incentive Plan”
Voting result: 94,992,003 shares voted in favor, accounting for 99.9676% of the total valid voting shares present at this meeting; 15,200 shares opposed, accounting for 0.0160%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.0164% of the total valid voting shares present at this meeting.
Among which, the result of the voting by attending small and medium investors: 14,296,483 shares in favor, accounting for 99.7850% of the total valid voting shares held by small shareholders present at this meeting; 15,200 shares opposed, accounting for 0.1061%; 15,600 shares abstained (including those who defaulted on abstention due to not voting, totaling 0 shares), accounting for 0.1089% of the total valid voting shares held by small shareholders present at this meeting.
This proposal is a special resolution item and was passed by more than two-thirds of the voting rights held by shareholders present at this meeting.
4. Conclusion Opinion
In summary, Xinda Lawyers believe: The convening and holding procedures of the Second Extraordinary General Meeting of Shareholders of Jiangxi Weilgao Electronics Co., Ltd. in 2024 comply with the provisions of “Company Law,” “Rules,” and other laws, regulations, and normative documents, as well as the relevant provisions of the current Articles of Association; the qualifications of the attendees or participants are legal and valid, the qualifications of the convener are legal and valid, and the voting procedures of this meeting are lawful. The resolutions made in this meeting are legal and valid.
Xinda agrees that this legal opinion letter will be announced together with other information disclosure materials for your company’s extraordinary meeting.
This legal opinion letter has two original copies and no duplicates.
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