Shanghai jintiancheng law firm
On Zhejiang Huge Leaf Co.Ltd(600226) the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhejiang Huge Leaf Co.Ltd(600226)
Shanghai jintiancheng law firm (hereinafter referred to as the "firm") accepts the entrustment of Zhejiang Huge Leaf Co.Ltd(600226) (hereinafter referred to as the "company"), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, regulations, normative documents of the China Securities Regulatory Commission, as well as the provisions of the Zhejiang Huge Leaf Co.Ltd(600226) articles of Association (hereinafter referred to as the articles of association), A lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 7, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses its opinions on the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners, the voting procedures and voting results of the meeting in accordance with the provisions of relevant laws and regulations, the rules of the general meeting of shareholders and the articles of association in accordance with the current effective laws and regulations, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders' meeting and the facts or data expressed in these proposals.
In accordance with the relevant provisions of the above laws and regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and convening of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions: Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 17, 2022, the company held the 22nd Meeting of the 8th board of directors, deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene this general meeting of shareholders.
On January 18, 2022, the company published the notice of Zhejiang Huge Leaf Co.Ltd(600226) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting of shareholders) on the designated website of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") and relevant designated media in the form of announcement.
(II) convening of this general meeting of shareholders
1. The shareholders' meeting shall be held in combination with on-site voting.
2. The on-site meeting of the general meeting of shareholders was held in the conference room of the company in Zhongguan Town Industrial Zone, Deqing County, Zhejiang Province at 14:30 on February 7, 2022. The on-site meeting was presided over by Zhu Lijing, chairman of the company.
3. The time for online voting through the voting platform of the trading system of Shanghai Stock Exchange at this general meeting of shareholders is the trading time period on February 7, 2022, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The specific time for voting through the Internet voting platform is 9:15-15:00 on February 7, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders' meeting and the matters submitted to the meeting for deliberation.
The exchange believes that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complies with the provisions of relevant laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, as well as the shareholding certificates, personal identity certificates, power of attorney and identity certificates of natural person shareholders attending the general meeting of shareholders, and confirmed that there were 3 shareholders and shareholder agents attending the general meeting of shareholders of the company, 692281027 shares representing voting shares, accounting for 22.1246% of the total shares of the company. According to the online voting statistics provided by Shanghai Stock Exchange Information Network Co., Ltd. (hereinafter referred to as the information company) to the company after the online voting of the general meeting of shareholders, 106 shareholders participated in the online voting of the general meeting of shareholders, representing 530068997 voting shares, accounting for 16.9405% of the total shares of the company.
Among them, there are 103 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 73129807 voting shares, accounting for 2.3372% of the total shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 109, representing 1222350024 voting shares, accounting for 39.0650% of the total shares of the company.
In addition to the above shareholders and shareholders' agents attending the shareholders' meeting, some directors, supervisors and lawyers of the company also attended and attended the shareholders' meeting.
The qualifications of the above shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws and regulations, normative documents and the articles of association, we believe that, The qualification of the personnel attending the shareholders' meeting meets the provisions of laws and regulations, the rules of shareholders' meeting and the articles of association, and is legal and effective.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company. The qualification of the convener meets the provisions of relevant laws and regulations, rules of general meeting of shareholders and articles of association, which is legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders' meeting are consistent with the notice of shareholders' meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice and announcement by open ballot.
3. The vote of the on-site meeting of the general meeting of shareholders was counted and monitored by the lawyers, supervisors and shareholder representatives of the exchange in accordance with the procedures specified in the articles of association and the announcement. The online voting results of this general meeting of shareholders are counted by the information company after the voting.
4. Shareholders participating in online voting shall vote through the trading system voting platform of Shanghai Stock Exchange or Internet voting platform within the specified online voting time（ https://vote.sseinfo.com./ ）After the voting right is exercised, the information company provides the company with the statistical data file of online voting.
5. The moderator announced the voting results of the on-site meeting. After the on-site voting and online voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting according to the voting statistical results of on-site meeting and online voting.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Proposal on transferring 100% equity of Tibet Hanqing Technology Co., Ltd., a wholly-owned subsidiary
Voting: 1168113401 shares were approved, accounting for 95.5629% of the total number of valid voting shares held by shareholders attending the meeting; 54236623 opposed shares, accounting for 4.4371% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors was 18893184 shares, accounting for 25.8351% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 54236623 shares were opposed, accounting for 74.1649% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. Proposal on transferring 90% equity of Qingdao Hanquan Investment Co., Ltd., a wholly-owned subsidiary
Voting: 1168145401 shares were approved, accounting for 95.5655% of the total number of valid voting shares held by shareholders attending the meeting; 54204623 opposed shares, accounting for 4.4345% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 18925184 shares, accounting for 25.8789% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 54204623 shares were opposed, accounting for 74.1211% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. Proposal on transferring 100% equity of Tibet HANFA Technology Co., Ltd., a wholly-owned subsidiary
Voting: 1168113401 shares were approved, accounting for 95.5629% of the total number of valid voting shares held by shareholders attending the meeting; 54236623 opposed shares, accounting for 4.4371% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors was 18893184 shares, accounting for 25.8351% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 54236623 shares were opposed, accounting for 74.1649% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. Proposal on cancellation of repurchased shares
Voting: 1195070802 shares were approved, accounting for 97.7683% of the total number of valid voting shares held by shareholders attending the meeting; Against 27279222 shares, accounting for 2.2317% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 45850585 shares, accounting for 62.6975% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 27279222 shares were opposed, accounting for 37.3025% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
5. Proposal on changing the registered capital and amending the articles of Association
Voting: 1193897606 shares were approved, accounting for 97.6723% of the total number of valid voting shares held by shareholders attending the meeting; 27550118 opposed shares, accounting for 2.2539% of the total number of valid voting shares held by shareholders attending the meeting; 902300 shares were abstained, accounting for 0.0738% of the total number of valid voting shares held by shareholders attending the meeting. The exchange believes that the voting procedures and the number of votes of the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, the exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders' meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals.
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