Beijing Zhonglun law firm
About Hiconics Eco-Energy Technology Co.Ltd(300048)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January, 2002
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Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Hiconics Eco-Energy Technology Co.Ltd(300048)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hiconics Eco-Energy Technology Co.Ltd(300048)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the legal adviser of Hiconics Eco-Energy Technology Co.Ltd(300048) (hereinafter referred to as “the company”), is entrusted by the company to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities 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 other relevant laws and regulations The normative documents and the articles of association of Hiconics Eco-Energy Technology Co.Ltd(300048) (hereinafter referred to as the “articles of association”) witnessed the general meeting of shareholders and issued legal opinions.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
The general meeting of shareholders is held and voted on site and online. Due to the epidemic prevention and control of New Coronavirus infection, in order to prevent staff from gathering and centralization, the shareholders’ meeting and shareholders’ representatives, some directors, supervisors and senior managers were unable to participate in the video conference. Reviewed the documents and materials provided by the company, carried out necessary verification, and properly verified the online voting results. On this basis
1、 Convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
(I) on January 11, 2022, the 17th meeting of the 5th board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) on January 12, 2022, the company issued the notice of Hiconics Eco-Energy Technology Co.Ltd(300048) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter collectively referred to as the “Notice of the meeting”) on the designated media. The notice of the meeting specifies the convener, time, method, date of equity registration, participants, place of the on-site meeting, proposal deliberated at the meeting, on-site meeting registration method, on-site meeting contact information, etc. The contents of the meeting notice comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
After verification, our lawyers believe that the convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association. The general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and effective.
2、 Convening procedures of this general meeting of shareholders
According to the signature form and identity certificate of shareholders attending the on-site meeting of the general meeting of shareholders, there are 2 Shareholders and their agents attending the on-site meeting of the general meeting of shareholders. The relevant power of attorney has been prepared at the place of the meeting before the convening of the general meeting of shareholders. Witnessed by our lawyers, the power of attorney and other relevant documents provided by the shareholders meet the formal requirements, and the power of attorney is valid.
The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have signed on the signature form prepared by the company. Verified by our lawyers, all the shareholders attending the on-site meeting of the general meeting of shareholders are the shareholders of the company registered on the equity registration date.
The on-site meeting of the general meeting of shareholders was held at 14:00 on Thursday, January 27, 2022 in the conference room on the fifth floor, No. 3, boxing Second Road, Beijing Economic and Technological Development Zone.
After verification, the specific time of voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 27, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 27, 2022.
Accordingly, our lawyers believe that the convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Personnel attending the general meeting of shareholders
(I) shareholders and their agents
The equity registration date of this shareholders’ meeting is January 21, 2022. According to the inspection, there are 2 Shareholders and shareholder agents attending the on-site meeting of the company’s general meeting, with 250485773 representative shares, accounting for 22.7260% of the total voting shares of the company.
After verification, the above shareholders are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and holding the company’s shares after the closing of Shenzhen Stock Exchange on the equity registration date on January 21, 2022.
According to the data provided by Shenzhen Securities Information Co., Ltd., within the effective time, there are 6 shareholders voting directly through the online voting system, representing 2080380 shares, accounting for 0.1887% of the total voting shares of the company.
A total of 7 small and medium-sized investors attended the general meeting of shareholders, representing 43880735 shares with voting rights, accounting for 3.9812% of the total shares of the company.
(II) persons attending the meeting as nonvoting delegates
In addition to shareholders or their agents, directors, supervisors and the Secretary of the board of directors attending the shareholders’ meeting, the persons attending the meeting include some senior managers of the company and witness lawyers hired by the company.
After verification, our lawyers believe that the personnel attending the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and their participation qualifications are legal and effective.
4、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting deliberated and voted on all proposals listed in the notice of meeting one by one.
(II) the shareholders’ meeting adopts the combination of on-site voting and online voting. During voting, votes shall be counted and monitored in accordance with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of Association; The votes were counted and announced on the spot. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of the on-site voting.
(III) according to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Proposal on reappointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2021
252506153 shares were approved, accounting for 99.9762% of the total shares held by all shareholders with voting rights attending the meeting; Against 60000 shares, accounting for 0.0238% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the shareholders’ meeting: 43820735 shares were agreed, accounting for 99.8633% of the shares held by small and medium-sized shareholders attending the meeting; Against 60000 shares, accounting for 0.1367% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
The lawyers of the firm believe that the proposal on renewing the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 has been passed.
2. Proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022
43820735 shares were approved, accounting for 99.8633% of the total shares held by all shareholders with voting rights attending the meeting; Against 60000 shares, accounting for 0.1367% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the shareholders’ meeting: 43820735 shares were agreed, accounting for 99.8633% of the shares held by small and medium-sized shareholders attending the meeting; Against 60000 shares, accounting for 0.1367% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
The related shareholder Guangdong Midea HVAC Equipment Co., Ltd. has avoided voting on this proposal.
Our lawyers believe that the proposal on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 has been passed.
3. Proposal on by election of non independent directors
252506153 shares were approved, accounting for 99.9762% of the total shares held by all shareholders with voting rights attending the meeting; Against 60000 shares, accounting for 0.0238% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the shareholders’ meeting: 43820735 shares were agreed, accounting for 99.8633% of the shares held by small and medium-sized shareholders attending the meeting; Against 60000 shares, accounting for 0.1367% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Our lawyers believe that the proposal on by election of non independent directors has been passed.
Note: “small and medium-sized investors” refer to shareholders who individually or jointly hold more than 5% of the company’s shares, except directors, supervisors and senior managers of listed companies.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening procedures, convening procedures, personnel attending the general meeting and voting procedures of the company’s general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of Association, and the voting results are legal and effective. This legal opinion is made in triplicate, which takes effect after being signed by the witness lawyer and the person in charge of this office and sealed by this office. [no text below]
(this page is the signature and seal page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Hiconics Eco-Energy Technology Co.Ltd(300048) 2022)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer: Zhang Xuebing, Yu Hongbin
Handling lawyer: Hello, he Erkang
January 27, 2022
