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About Harbin Electric Corporation Jiamusi Electric Machine Co.Ltd(000922)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Harbin Electric Corporation Jiamusi Electric Machine Co.Ltd(000922)
Hired by Harbin Electric Corporation Jiamusi Electric Machine Co.Ltd(000922) (hereinafter referred to as “the company”), Beijing Tongshang law firm appointed a lawyer (hereinafter referred to as “the lawyer”) to witness the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”). In response to the nationwide fight against pneumonia caused by New Coronavirus infection, our lawyer has witnessed the meeting by video in order to cope with the epidemic prevention and control work. In accordance with 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”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) and other laws, regulations and rules According to the provisions of the normative documents and the articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the firm reviewed and witnessed the legitimacy of important matters such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the meeting, the qualifications of the convener, the deliberation of proposals, the voting methods, voting procedures and voting results of the general meeting of shareholders, This legal opinion is hereby issued as follows: I. convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the 32nd meeting of the 8th board of directors of the company. On January 11, 2022, the company published in the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) was announced at the meeting. The meeting notice specifies the time and place of the meeting, participants, meeting duration, meeting method, meeting deliberations and proposals, voting method, equity registration date and ways of attending the meeting.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on January 27, 2022 in conference room 527, building 1, No. 247, Chang’an Road, Qianjin District, Jiamusi City, Heilongjiang Province. The online voting time is: (1) the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022; (2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on January 27, 2022 to 15:00 on January 27, 2022.
The general meeting of shareholders is presided over by Mr. Liu Qingyong, chairman of the company, and the shareholders participating in the meeting or entrusted by the shareholders on their behalf
After proper verification by our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the requirements of relevant laws, regulations, rules and normative documents such as the company law, rules for general meeting of shareholders, detailed rules for the implementation of online voting, and the relevant provisions of the articles of association. 2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. Shareholders attending the meeting
According to the statistical results of the on-site meeting and the online voting results provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, 19 shareholders and authorized representatives of shareholders attended the general meeting of shareholders, representing 246682369 shares, accounting for 41.1678% of the total voting shares of the company. Among them, 3 shareholders and authorized representatives of shareholders attended the on-site meeting, representing 244227889 shares, accounting for 40.7582% of the total voting shares of the company; A total of 16 shareholders voted online, representing 2454480 shares, accounting for 0.4096% of the total voting shares of the company.
Among them, 17 shareholders holding less than 5% of the company’s shares (hereinafter referred to as “minority shareholders”) attended the meeting, representing 27455980 shares, accounting for 4.5820% of the total voting shares of the company. Among them, there is one minority shareholder voting on site, representing 25001500 shares, accounting for 4.1724% of the total shares of the listed company. 16 minority shareholders voted online, representing 2454480 shares, accounting for 0.4096% of the total shares of the listed company.
After verification, the shareholders attending the shareholders’ meeting have corresponding qualifications, the shareholders hold relevant shareholding certificates, and the authorized representative of the shareholders has a power of attorney, which meets the requirements of relevant laws, regulations and normative documents such as the company law and the rules of the shareholders’ meeting, and the relevant provisions of the articles of Association; The qualification of shareholders who vote through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
2. Other participants
Other persons attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors, senior managers and other persons invited by the board of directors. Influenced by the New Coronavirus epidemic, some directors, supervisors, senior managers and lawyers of the company attended the meeting by video.
3. Convener
The convener of this general meeting of shareholders is the board of directors of the company, which is qualified to convene the general meeting of shareholders.
The lawyer of the firm believes that the attendees of the general meeting of shareholders comply with the provisions of the company law and the articles of association, their qualifications are legal and valid, and the qualification of the convener of the general meeting of shareholders is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
1. After the review of the lawyers of the firm, the matters actually considered at the general meeting of shareholders are consistent with the proposals announced by the board of directors of the company, and there is no modification of the original proposal or new proposal, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2. After the examination of the lawyers of the firm, the on-site meeting of the general meeting of shareholders adopted open voting, and the shareholders attending the meeting and their entrusted agents voted on the proposals listed in the notice of the meeting one by one.
The voting method complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange and the Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
3. After the review of the lawyers of the firm, the on-site meeting of the general meeting of shareholders recommended the representatives of shareholders and supervisors to participate in the vote counting and monitoring of the meeting, and counted the votes on the matters considered at the on-site meeting. The procedure complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4. After the review of the lawyers of the firm, the following proposals were considered and passed at the general meeting of shareholders through the combination of on-site voting and online voting (among which, proposals 1, 2 and 3 were considered and passed by special resolution): proposal 1: repurchase and cancellation of some restricted shares of the company’s 2019 restricted stock incentive plan
Voting results of the proposal: 246546169 shares were approved, accounting for 99.9448% of the shares held by all shareholders attending the meeting; Against 135700 shares, accounting for 0.0550% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting
Among them, the voting of small and medium-sized investors: 27319780 shares were agreed, accounting for 99.5039% of the shares held by small and medium-sized shareholders attending the meeting; Against 135700 shares, accounting for 0.4942% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by minority shareholders attending the meeting.
Proposal 2: proposal on changing the registered capital of the company
Voting results of the proposal: 246546169 shares were approved, accounting for 99.9448% of the shares held by all shareholders attending the meeting; Against 135700 shares, accounting for 0.0550% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 27319780 shares were agreed, accounting for 99.5039% of the shares held by small and medium-sized shareholders attending the meeting; Against 135700 shares, accounting for 0.4942% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by minority shareholders attending the meeting.
Proposal 3: proposal on Amending the articles of Association
Voting results of the proposal: 246546169 shares were approved, accounting for 99.9448% of the shares held by all shareholders attending the meeting; Against 135700 shares, accounting for 20% of the shares held by all shareholders attending the meeting
0.0550％； Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 27319780 shares were agreed, accounting for 99.5039% of the shares held by small and medium-sized shareholders attending the meeting; Against 135700 shares, accounting for 0.4942% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by minority shareholders attending the meeting.
Proposal 4: resignation and addition of supervisors
Voting results of the proposal: 246246909 shares were approved, accounting for 99.8235% of the shares held by all shareholders attending the meeting; Against 434960 shares, accounting for 0.1763% of the shares held by all shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Among them, 27020520 shares were agreed, accounting for 98.4140% of the shares held by minority shareholders attending the meeting; Against 434960 shares, accounting for 1.5842% of the shares held by minority shareholders attending the meeting; Abstain 500 shares (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by minority shareholders attending the meeting.
Proposal 5: proposal on adding non independent directors to the 8th board of directors of the company
5.1 add Mr. Qu zhe as a non independent director of the 8th board of directors of the company
Voting result of the proposal: 246206953 shares were approved.
Among them, the voting of small and medium-sized investors: 26980564 shares agreed.
5.2 add Mr. Liu Hancheng as a non independent director of the 8th board of directors of the company
Voting result of the proposal: 246201653 shares were approved.
Among them, the voting of small and medium-sized investors: 26975264 shares.
Based on the above, our lawyers believe that the voting of this general meeting of shareholders is conducted in accordance with the relevant provisions of the company law and the articles of association, and the voting procedures and voting results are legal and valid. 4、 Conclusion
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and other relevant laws, regulations, rules and normative documents, as well as the articles of association. The qualifications of the participants and conveners, the voting procedures and voting results of the meeting are legal Effective.
This legal opinion is made in duplicate.
(there is no text on this page, which is the signature and seal page of the legal opinion on the first extraordinary general meeting of shareholders in Harbin Electric Corporation Jiamusi Electric Machine Co.Ltd(000922) 2022) Beijing Tongshang law firm (seal)
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