The law of the first extraordinary general meeting

Oriental Cable: legal opinion of the first extraordinary general meeting in 2019

Oriental Cable: legal opinion of the first extraordinary general meeting in 2019

time: 19:30:55 on September 17, 2019 zhongcaiyuan Title: legal opinion of the first extraordinary general meeting in 2019

Shanghai jintiancheng law firm

c:userszzxdesktop securities legal documents g

about Ningbo Co., Ltd.

2019 first Legal opinion of the extraordinary general meeting address: 9/11/12/F, Shanghai center building, No. 501 Yincheng Middle Road, Pudong New Area, Shanghai Fax:

postal code: 200120

Shanghai jintiancheng law firm

legal opinion on Ningbo Co., Ltd.

the first extraordinary general meeting in 2019

to: Ningbo Co., Ltd.

in order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted necessary verification and verification of the relevant matters involved in this general meeting of shareholders in accordance with the provisions of the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms (Trial), We have checked the relevant documents and

materials that we believe are necessary to issue this legal opinion, and participated in the whole process of this general meeting of shareholders of the company. We guarantee that the matters identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear the corresponding laws

in view of this, our lawyers, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the lawyer's recognized business standards, ethics and diligence spirit in the industry, hereby issue the following legal opinions:

I. The qualification of the convener of this general meeting of shareholders and the procedures for convening and holding it

after verification, this general meeting of shareholders of the company was convened and held by the board of directors of the company. The company has published the notice of Ningbo Co., Ltd. on holding the first temporary shareholders' meeting in 2019 on the Shanghai Stock Exchange, announcing the time, place, deliberation matters, attendees, registration methods, etc. of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders

Nandong Road, Beilun District, Ningbo City, Zhejiang Province. The online voting through the Shanghai stock exchange system

was conducted on September 17, 2019 at 9:: 25, 9:: 30, 13:: 00; Voting through the Internet voting system of Shanghai Stock Exchange was conducted at 9:00 on September 17, 2019

after examination, our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and effective, and the convening and convening procedures of this general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies (revised in 2016)

and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association

II. Qualifications of personnel attending the general meeting of shareholders

1. Shareholders and shareholders' agents attending the meeting

after verification, a total of 16 shareholders and shareholders' agents attended the general meeting of shareholders, representing 369536829 voting shares, accounting for 56.4950% of the total shares of the company, Among them:

(1) shareholders and shareholders' agents attending the on-site meeting

according to the signatures and power of attorney of shareholders and shareholders' agents attending the meeting, shareholder account cards and other materials,

there are 9 shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders, representing 356758259 shares with voting rights, accounting for 54.5415% of the total shares of the company

verified by our lawyers, the above shareholders and shareholder 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 Shanghai Stock Exchange Information Network Co., Ltd., a total of 7 shareholders voted effectively through the online voting system

at this general meeting, representing 12778570 voting shares, accounting for 1.9536% 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 online voting system provider

stock exchange information network Co., Ltd

(3) small and medium-sized investor shareholders attending the meeting

a total of 6 small and medium-sized investor shareholders attended the meeting through on-site contact, representing 51819435 voting shares, accounting for 14.5251% of the total voting 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.)

2. Other personnel attending the meeting

verified by our lawyers, other personnel attending the general meeting of shareholders are directors, supervisors and senior

managers of the company, lawyers and other personnel employed by the company, and their qualifications to attend the meeting are legal and valid

III. The proposal reviewed by this general meeting of shareholders

has been reviewed by our lawyers. The proposal reviewed by this general meeting of shareholders of the company falls within the scope of the functions and powers of the general meeting of shareholders of the company, and is consistent with the deliberation items listed in the notice and announcement of convening this general meeting of shareholders; The on-site meeting of this

General Meeting of shareholders did not modify the notified proposal

IV. voting procedures and voting results of this general meeting

according to the agenda and deliberations of this general meeting, this general meeting of shareholders considered and passed the following resolutions by means of on-site voting and

online voting:

1. The proposal on the company's measures for the administration of OIMS incentive fund was considered and passed

voting results:

agreed: 369502859 shares, accounting for 99.9908% of the total number of valid voting shares; Objection: 33970

shares, accounting for 0.0092% of the total number of effective voting shares; Abstention: 0 shares, accounting for

0.0000% of the total number of valid voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

2. The proposal on Amending the articles of association was reviewed and passed

voting results:

agreed: 369519789 shares, accounting for 99.9953% of the total number of valid voting shares; Objection: 17040

shares, accounting for 0.0047% of the total number of effective voting shares; Abstention: 0 shares, accounting for

0.0000% of the total number of valid voting shares

this proposal is passed by a special resolution of the general meeting of shareholders

3. The proposal on Amending the rules of procedure of the general meeting of shareholders was reviewed and passed

voting results:

agreed: 369519789 shares, accounting for 99.9953% of the total number of valid voting shares; Objection: 17040

shares, accounting for 0.0047% of the total number of effective voting shares; Abstention: 0 shares, accounting for

0.0000% of the total number of valid voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

4. The proposal on Amending the rules of procedure of the board of directors was reviewed and passed

voting results:

agreed: 369519789 shares, accounting for 99.9953% of the total number of valid voting shares; Objection: 17040

shares, accounting for 0.0047% of the total number of effective voting shares; Abstention: 0 shares, accounting for

0.0000% of the total number of valid voting shares

this proposal was passed by the general meeting of shareholders by ordinary resolution

5. The proposal on Revising the working system of independent directors was reviewed and passed

voting results:

agreed: 369519789 shares, accounting for 99.9953% of the total number of valid voting shares; Objection: 17040

shares, accounting for 0.0047% of the total number of effective voting shares; Abstention: 0 shares, accounting for

0.0000% of the total number of valid voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6. The deliberation on the installation position of the election of the Fifth Board of directors is also different: but the meeting installed next to the screw rod is more accurate than that installed on the electromechanical. The specific voting conditions of the sub item proposal are as follows:

6.01 the deliberation passed the proposal on the election of Xia Chongyao as a non independent director of the Fifth Board of directors of the company.

voting results:

agreed: 369499559 shares, Accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6.02 the proposal on the election of Xia Feng as a non independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499561 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6.03 the proposal on electing Le Junjie as a non independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499561 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6.04 the proposal on electing Ke Jun as a non independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499559 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6.05 the proposal on electing Xiang Jingjun as a non independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499561 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

6.06 the proposal on electing Xie Shengyu as a non independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499559 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

7. Consider the proposal on the election of independent directors of the Fifth Board of directors, and the specific voting conditions of the sub item proposal are as follows:

7.01 consider and pass the proposal on the election of Yan mengkun as an independent director of the Fifth Board of directors of the company

voting results:

agree: 369499559 shares, accounting for 99.9899% of the total effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

7.02 the proposal on the election of Liu Yansen as an independent director of the Fifth Board of directors of the company was reviewed and passed.

voting results:

agreed: 369499559 shares, accounting for 99.9899% of the total number of effective voting shares

this proposal is passed by the general meeting of shareholders by ordinary resolution

7