Beijing Jindu Law Firm (hereinafter referred to as "this firm") has been entrusted by Xi'an Baode Automation Co., Ltd. (hereinafter referred to as "the company" or "Baode") to issue this legal opinion based on the relevant provisions of the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), and the Rules for General Meetings of Shareholders of Listed Companies (2022 Revision) issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders Meeting Rules"), as well as other effective laws, administrative regulations, rules, and normative documents within the territory of the People's Republic of China (hereinafter referred to as "China" for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan). This firm appointed lawyers to witness the company's 2021 Annual General Meeting held on May 26, 2022 (hereinafter referred to as "this shareholders meeting").
Due to the impact of the COVID-19 pandemic and to cooperate with the pandemic prevention efforts in Beijing and Xi'an, reducing personnel gatherings, the lawyers of this firm attended the meeting via online video and issued this legal opinion regarding the relevant matters of this shareholders meeting.
To issue this legal opinion, the lawyers of this firm reviewed the following documents provided by Baode, including but not limited to:
- Articles of Association of Xi'an Baode Automation Co., Ltd. (hereinafter referred to as "Articles of Association");
- Announcement of the 13th Meeting of the 4th Board of Directors of Xi'an Baode Automation Co., Ltd. published on April 30, 2022, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (Announcement No.: 2022-029);
- Notice of the 2021 Annual General Meeting published on April 30, 2022, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (Announcement No.: 2022-038) (hereinafter referred to as "Meeting Notice");
- Supplementary Notice regarding the 2021 Annual General Meeting published on May 13, 2022, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (Announcement No.: 2022-045) (hereinafter referred to as "Supplementary Notice");
- Shareholder register on the record date for this shareholders meeting;
- Attendance registration records and supporting documents of shareholders present at the meeting;
- Statistical results of online voting provided by Shenzhen Securities Information Co., Ltd.;
- Proposals for this shareholders meeting and related announcement documents;
- Other meeting documents.
The company has assured this firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided all original written materials, copies, letters of commitment, or certificates required by this firm for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the company to this firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this firm only expresses opinions on the convening and holding procedures of this shareholders meeting, the qualifications of attendees, the qualifications of the convener, and the voting procedures, as well as whether the voting results comply with relevant laws, administrative regulations, the Shareholders Meeting Rules, and the Articles of Association. This firm does not express opinions on the content of the proposals reviewed at this shareholders meeting or the truthfulness and accuracy of the facts or data presented in those proposals. This firm only expresses opinions based on the current effective laws and regulations within China and does not express opinions based on any laws outside of China.