Hebei wangxiaojuan law firm on Baoding Tianwei bao

Legal opinion of Hebei wangxiaojuan law firm on the 2019 first extraordinary general meeting of Baoding Tianwei BaoBian Electric Co., Ltd.

legal opinion of Hebei wangxiaojuan law firm on the 2019 first extraordinary general meeting of Baoding Tianwei BaoBian Electric Co., Ltd.

legal opinion of Hebei wangxiaojuan law firm on the 2019 first extraordinary general meeting of Baoding Tianwei BaoBian Electric Co., Ltd.

to: Baoding Tianwei BaoBian Electric Co., Ltd. (hereinafter referred to as "the company")

Hebei wangxiaojuan law firm accepted the entrustment of the company according to law, and appointed lawyers to attend and witness the first extraordinary general meeting of shareholders in 2019 (hereinafter referred to as "the general meeting of shareholders")

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), our lawyers reviewed the relevant materials of the general meeting of shareholders, and discussed the convening and convening procedures of the general meeting of shareholders and the qualifications of the attendees, The legitimacy of important matters such as the deliberation of the proposal, the voting procedures and voting results of the conference were verified on the spot. 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 BaoBian Electric 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 a combination of on-site open voting and online voting

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

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 all the shareholders or authorized representatives of the company registered in 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; 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, accounting for 44.71% of the total share capital of the company. Among them, 3 shareholders and authorized representatives participated in the on-site voting, representing 822064775 shares, accounting for 44.64% of the total share capital of the company; A total of 3 shareholders participated in the voting, representing 1321700 shares, accounting for 0.07% of the total share capital of the company

2. Shareholders attending this general meeting on site hold relevant certificates of shareholding, and authorized representatives hold power of attorney; For the qualification of shareholders who vote through the online voting system, the online voting system provides the institution Shanghai Stock Exchange Information Network Co., Ltd. to verify their identity

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 two voting methods: meeting voting and network voting, which are also explained by some recycling industry officials in China. The on-site voting adopts open ballot, and the shareholder representatives and supervisor representatives jointly count and monitor the votes, and the voting results are announced on the spot. After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the total number of votes and voting results of this online voting

2. Proposals and voting results considered at this general meeting:

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

(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 was approved by 823386475 shares, accounting for 100% of the total number of valid voting shares attending the meeting. The proposal was passed without votes against or abstention

(3 override from single function to multiple control modes) proposal on providing guarantee limit to subsidiaries in 2019

1) provide guarantee to Tianwei baobian (Hefei) Transformer Co., Ltd. with a total amount of no more than 285million yuan

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 objection or abstention

2) provide guarantee to Tianwei baobian (Qinhuangdao) Transformer Co., Ltd. with a total amount of no more than 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

3) provide guarantee to Baoding Tianwei electrical equipment structure Co., Ltd. with a total amount of no more than RMB 50million

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 objection or abstention

4) provide a guarantee to Baoding Tianwei wire rod manufacturing Co., Ltd. with a total amount of no more than RMB 50million

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

5) provide a guarantee to Baoding Baoling Transformer Co., Ltd. with a total amount of not more than 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 objection or abstention

(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 convening procedures of this 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, the qualifications of the attendees and conveners of this general meeting of shareholders are legal and valid, the voting range of this general meeting of shareholders is generally narrow, the procedures and voting results are legal and valid