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2022-09-22
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[shareholders' meeting] BaoBian Electric: legal opinion of the first extraordinary general meeting of shareholders in 2019

[shareholders' meeting] BaoBian Electric: legal opinion of the first extraordinary general meeting of shareholders in 2019 time: February 22, 2019 18:11:04 Zhongcai Hebei wangxiaojuan law firm legal opinion on Baoding Tianwei Co., Ltd.

the first extraordinary general meeting of shareholders in 2019 to: Baoding Tianwei Co., Ltd. (hereinafter referred to as "the company")

Hebei wangxiaojuan law firm accepts the entrustment of the company according to law, Appoint a lawyer to attend and see the first extraordinary general meeting of shareholders of the securities company in 2019 (hereinafter referred to as "this general meeting")

in accordance with the relevant provisions of 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 the articles of association of Baoding Tianwei baobian

electric Co., Ltd. (hereinafter referred to as the articles of association), the lawyers of this

Office reviewed the relevant materials of this general meeting of shareholders, and the convening procedures of this general meeting of shareholders, The legitimacy of important matters such as the qualifications of attendees, the deliberation of proposals, the voting procedures of the general assembly and the results of the voting were verified on site. The legal opinions are as follows:

I. about the convening and convening procedures of this general meeting of shareholders

1. The convener of this general meeting of shareholders is the board of directors of the company. The board of directors of the company announced the notice of Baoding Tianwei

Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2019 (hereinafter referred to as "the notice") on the Shanghai Stock Exchange and securities on January 25, 2019, The notice lists the time, place,

deliberation items, equity registration date and other contents of the general meeting of shareholders

2. This general meeting of shareholders adopts the method of combining on-site registered voting and online voting under such a background

3. The on-site meeting of the general meeting of shareholders was held at 9:30 a.m. on February 22, 2019 in the company's conference room at 2222 Tianwei West Road, Baoding, as scheduled. The meeting was presided over by Wen Hongxian, chairman of the company

after verification, the time and place of the shareholders' meeting are consistent with the contents of the notice

The convening and convening procedures of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association of the company

II. About the qualifications of the attendees of this general meeting of shareholders

1. According to the notice, the persons who have the right to attend this general meeting of shareholders are the entire shareholders or authorized representatives of the company registered in the

Book of China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the afternoon of February 18, 2019; Directors, supervisors and senior managers of the company; The witness lawyer employed by the company

the number of shareholders and agents actually attending the meeting was 6, and the number of representative shares was 823386475

shares, accounting for 44.71% of the total share capital of the company. Among them, the shareholders participating in the on-site voting and the authorized proxy table 3, representing 822064775 shares, accounting for 44.64% of the total share capital of the company; A total of 3 shareholders participated in the voting of

, representing 1321700 shares, accounting for 0.07% of the total share capital of the company

2. The shareholders who attended the general meeting held relevant certificates of shareholding, and the authorized representative

held the power of attorney; The identity of shareholders who vote through the online voting system shall be verified by Shanghai Stock Exchange Information Network Co., Ltd., which is provided by the online voting system

after inspection, the qualifications of the above-mentioned personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective

III. about the voting procedures and voting results of this general meeting of shareholders

1. According to the notice, this general meeting of shareholders adopts on-site meeting voting and online voting. The on-site voting adopts open voting, and the shareholder representatives and supervisor representatives

jointly count and monitor the votes, and publish the voting results on the spot. After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the total number of votes and the results of this online voting

2. Proposals and voting results considered at the general meeting of shareholders 1. Replace the appropriate pendulum according to the requirements of impact energy before the test:

the following proposals listed in the notice were considered at the general meeting of shareholders:

(1) proposal on Amending the articles of association

the proposal was approved by 821859874 shares, accounting for

99.8145% of the total number of valid voting shares attending the meeting, and opposed by 1526601 shares, accounting for

0.1855% of the total number of valid voting shares attending the meeting. Without abstention, the proposal was passed by more than 2/3 of the total number of valid voting shares. The general meeting of shareholders passed the proposal by special resolution

(2) proposal on confirming the funding of scientific research projects in 2018

the proposal agreed that the 82 force value also continued to increase by 3386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting. The proposal was passed without votes to the contrary and abstentions

(3) proposal on providing guarantee limit to subsidiaries in 2019

1) the total amount of guarantee provided to Tianwei baobian (Hefei) Transformer Co., Ltd. is not more than RMB 285million

the proposal agreed to 823386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting, and the proposal was passed without objection and abstention

2) the total amount of guarantee provided to Tianwei baobian (Qinhuangdao) Transformer Co., Ltd. does not exceed 490million yuan

the proposal agreed to 823386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting, and the proposal was passed without objection or abstention

pvc-u double arm bellows 3) the total amount of guarantee provided to Baoding Tianwei electrical equipment structure Co., Ltd. does not exceed RMB 50million

the proposal agreed to 823386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting. There were no negative votes and abstentions, and the proposal was passed

4) the total amount of guarantee provided to Baoding Tianwei wire rod manufacturing Co., Ltd. does not exceed RMB

50million yuan

the proposal agreed to 823386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting, and the proposal was passed without objection or abstention

5) the total amount of guarantee provided to Baoding Baoling Transformer Co., Ltd. does not exceed RMB

20million yuan

the proposal agreed to 1322300 shares, accounting for

0.1605% of the total number of valid voting shares attending the meeting, opposed 822064175 shares, accounting for

99.8395% of the total number of valid voting shares attending the meeting, and did not pass the proposal without abstention

6) provide guarantee to BaoBian Transformer Co., Ltd. - Atlanta transformer India Co., Ltd. with a total amount of no more than RMB 20million

the proposal agreed to 823386475 shares, accounting for

100% of the total number of valid voting shares attending the meeting, and passed the proposal without negative votes and abstentions

(4) proposal on the election of directors of the company

Mr. Liu Wei obtained 822064777 votes, accounting for 99.8394% of the total effective voting shares, and was elected as a director of the seventh board of directors of the company

3. The general meeting of shareholders did not discuss matters not included in the agenda of the meeting

our lawyers confirm that the voting procedures and results of this general meeting of shareholders are legal and valid

IV. concluding comments

to sum up, this lawyer believes that the convening and holding procedures of this general meeting of shareholders comply with the provisions of the company

justice, the rules of the general meeting of shareholders and the articles of association, the qualifications of the attendees and conveners of this general meeting of shareholders are legal and effective, and the voting procedures and voting results of this general meeting of shareholders are legal and effective

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