Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
About Oriental Pearl Group Co.Ltd(600637)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Oriental Pearl Group Co.Ltd(600637)
Oriental Pearl Group Co.Ltd(600637) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) on February 7, 2022. Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepted the entrustment of the company and appointed a lawyer (hereinafter referred to as “the firm’s lawyer”) to attend the meeting in accordance with the securities law of the people’s Republic of China This legal opinion is issued by the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and the Oriental Pearl Group Co.Ltd(600637) articles of Association (hereinafter referred to as the “articles of association”).
Our lawyers have expressed legal opinions on the legality of the convening and convening procedures of the company’s general meeting of shareholders, as well as the compliance with the articles of association, the qualifications of participants and conveners, as well as the legality and validity of the voting procedures and voting results of the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association. There are no false, seriously misleading statements and major omissions in the legal opinion, otherwise they are willing to bear corresponding legal liabilities.
Our lawyers express legal opinions based on their understanding of the facts and the law.
This legal opinion is issued in accordance with relevant national laws and regulations.
Our lawyers agree to make this legal opinion a necessary document for the company’s first extraordinary general meeting in 2022, and bear the responsibility for the legal opinion issued by our firm according to law.
Our lawyers have reviewed and judged all documents related to the issuance of legal opinions, and hereby issued legal opinions as follows:
1、 Convening and convening procedures of this general meeting of shareholders
The company held this general meeting of shareholders, and the board of directors of the company made an announcement on Shanghai Securities News, China Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 18, 2022
Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
Notify all shareholders by public announcement.
This general meeting of shareholders adopts the combination of on-site voting and online voting. The announcement issued by the company specifies the type and session of the shareholders’ meeting, the convener of the meeting, the way of holding the meeting, the personnel entitled to attend the meeting, the time and place of the on-site meeting, matters to be considered at the meeting, etc, It explains that shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights, as well as the equity registration date of shareholders who have the right to attend the meeting, the registration method of shareholders attending the meeting and other matters.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement and disclosed the proposal in accordance with relevant regulations.
The on-site meeting of the general meeting of shareholders was held at 13:30 on February 7, 2022 in the third screening hall on the sixth floor of Shanghai cinema, 160 Xinhua Road, Shanghai. The time and place of the meeting were in line with the contents of the notice. The online voting time of the general meeting of shareholders is February 7, 2022. The specific time of online voting is: the online voting system of Shanghai Stock Exchange is adopted, and the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders’ meeting. The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
It is verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association.
2、 Qualification of the attendees and Convener
1. Shareholders attending the meeting and entrusted agents
According to the signatures and power of attorney of shareholders attending the on-site meeting of the company and the data provided by Shanghai Stock Exchange Information Network Co., Ltd., 38 shareholders and entrusted agents attended the meeting, representing 1581625056 shares, accounting for 47.0456% of the total shares of the company, including 12 shareholders and entrusted agents attending the on-site meeting and 1570347278 shares, Accounting for 46.7101% of the total shares of the company.
The identity of shareholders who vote through the online voting system has been verified by the voting system of Shanghai Stock Exchange Information Network Co., Ltd. after verification, the qualifications of shareholders attending the meeting are legal and valid.
Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
2. Convener
The general meeting of shareholders is convened by the board of directors of the company. Our lawyers believe that the qualification of the convener meets the provisions of relevant laws, regulations and the articles of association.
3. Other persons attending the meeting
It is verified that, in addition to the shareholders, the personnel attending the on-site meeting include the company’s directors, supervisors, senior managers, lawyers hired by the company and other personnel invited by the company.
3、 Voting procedures and results of this general meeting of shareholders
After verification, the shareholders’ meeting of the company voted on the matters listed in the announcement. According to the voting results, the shareholders’ meeting deliberated and adopted the following proposals:
1. Proposal on remuneration of proposed directors;
2. Proposal on the election of non independent directors of the ninth board of directors of the company;
2.1 Shen Jun.
The above proposals are consistent with those listed in the announcement of the company’s convening of this general meeting of shareholders, and the shareholders of the company have not put forward new proposals. The number of votes deliberated and adopted at the shareholders’ meeting is in line with the provisions of the articles of Association; The minutes and resolutions of the meeting shall be signed by the directors of the company attending the meeting, and the voting procedures shall comply with the provisions of relevant laws, regulations and the articles of association.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The qualifications of the personnel attending the general meeting of shareholders are legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
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Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on Oriental Pearl Group Co.Ltd(600637) the first extraordinary general meeting of shareholders in 2022) person in charge of Guohao law firm: Li Qiang
Li Qiang
Handling lawyer:
Tang Yinfeng
Lawyer Tang Yinfeng
LV Wancheng
Lawyer LV Wancheng
February 7, 2022
