Guohao law firm (Hangzhou)
About
Hangzhou Chang Chuan Technology Co.Ltd(300604)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008,China
Tel: (+ 86) (571) 8577 5888 Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Hangzhou)
About
Hangzhou Chang Chuan Technology Co.Ltd(300604)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hangzhou Chang Chuan Technology Co.Ltd(300604)
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) is entrusted by Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company 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) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) The governance standards for listed companies (hereinafter referred to as the governance standards), the implementation rules for online voting of shareholders’ meetings of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the implementation rules for online voting) and other laws, administrative regulations and normative documents issued by Shenzhen Stock Exchange, as well as the current effective Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of Association (hereinafter referred to as the articles of association) According to the Hangzhou Chang Chuan Technology Co.Ltd(300604) rules of procedure of the general meeting of shareholders (hereinafter referred to as the rules of procedure of the general meeting of shareholders), this legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the voting procedures of the meeting, etc.
In order to issue this legal opinion, our lawyers attended the general meeting of shareholders of the company, reviewed the original and copies of relevant documents of the general meeting of shareholders provided by the company, including but not limited to various agenda and relevant resolutions of the general meeting of shareholders of the company, and listened to the statements and explanations of the company on relevant facts. The company has promised the exchange that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
Our lawyers only express legal opinions in accordance with the facts occurring or existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. In this legal opinion, our lawyers only express their opinions on the legality and validity of the voting procedures and voting results of the general meeting of shareholders, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
This legal opinion is only for the purpose of witnessing this shareholders’ meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company’s general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions published in this legal opinion according to law.
In accordance with the current effective Chinese laws, administrative regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On January 21, 2022, the company held the fourth meeting of the third board of directors in the company’s conference room by means of on-site combined communication. The meeting deliberated and approved the proposal on convening the general meeting of shareholders on matters related to the 2022 restricted stock incentive plan after the current board of directors, and agreed to convene the general meeting of shareholders.
2. The board of directors of the company announced the notice of Hangzhou Chang Chuan Technology Co.Ltd(300604) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) on the website of Shenzhen Stock Exchange on January 22, 2022. The meeting notice specified the convener of the shareholders’ meeting, the date, time and place of the current meeting, the voting method of the meeting, the participants of the meeting The matters discussed at the meeting, the registration method of the meeting, the contact information of the meeting and other matters explain that shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights. As the shareholders’ meeting adopts the combination of on-site voting and online voting, the company also makes clear the voting time, voting procedures and other relevant matters of online voting in the meeting notice. Our lawyers believe that the qualification of the convener of the general meeting of shareholders, the time, method and content of the notice of the meeting are in line with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. The on-site meeting of the company’s general meeting of shareholders was held at 14:30 on February 8, 2022 in the conference room on the second floor of the company, No. 410 Jucai Road, Binjiang District, Hangzhou City, Zhejiang Province, presided over by Mr. Zhao Yi, chairman of the board.
2. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of listed companies of Shenzhen Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 8, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders, i.e. February 8, 2022.
The lawyers of the firm believe that the actual time and place of the shareholders’ meeting of the company and the contents of the proposals discussed are consistent with those contained in the notice of the meeting. The convening procedures of the shareholders’ meeting of the company comply with the provisions of the company law, the rules of the shareholders’ meeting, the governance code and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the shareholders’ meeting.
2、 Qualifications of attendees of the general meeting of shareholders
As of the afternoon of 2021, the shareholders’ meeting of the company and the shareholders’ meeting of the company’s limited liability company are entitled to be witnessed by the lawyers and senior management personnel of the company who are registered in Shenzhen, according to the notice of the closing of the shareholders’ meeting of the company.
(I) shareholders and their proxies attending the general meeting of shareholders
According to the identity certificates, power of attorney and relevant information of shareholder registration of shareholders and shareholder agents attending the meeting, there are 5 shareholders and shareholder agents attending the meeting, representing 244757514 shares of the company with voting rights, accounting for 40.5007% of the total voting shares of the company.
According to the online voting results provided by Shenzhen Stock Exchange Information Network Co., Ltd. after the online voting of the general meeting of shareholders, during the online voting period determined by the general meeting of shareholders, 16 shareholders effectively voted through the network, representing 2373791 shares of the company with voting rights, accounting for 0.3928% of the total voting shares of the company. The identity of the above shareholders voting through online voting has been verified by the identity verification institution of Shenzhen Stock Exchange.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
Some directors, supervisors, senior managers and lawyers of the company also attended and attended the shareholders’ meeting as nonvoting delegates.
The lawyer of the firm believes that the shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders, and such shareholders, shareholders’ agents and other personnel are qualified to attend the general meeting of shareholders. The qualifications of the attendees of this general meeting of shareholders are legal and valid.
3、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the following proposals were considered at the shareholders’ meeting:
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary; 2. Proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022; 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
The lawyers of the firm believe that the proposals actually deliberated at the shareholders’ meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the shareholders’ meeting, the code of governance and the articles of association and the rules of procedure of the shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. After the on-site voting, the shareholders’ meeting counted and monitored the votes according to the procedures specified in the articles of association and the rules of procedure of the shareholders’ meeting, and counted the voting results. Online voting is conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. SSE Information Network Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of this shareholders’ meeting, the company consolidated the voting results of on-site and online voting to form the final voting result of this shareholders’ meeting.
(II) voting results
According to the voting conducted by the company’s shareholders and shareholders’ agents and the statistics of the voting results of the general meeting of shareholders, the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary
Voting: 247131205 shares were approved, accounting for 99.9999% of the total number of valid voting shares held by shareholders attending the meeting; 100 dissenting shares, accounting for 0.0001% 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 attending the meeting: 2373691 shares were agreed, accounting for 99.9958% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 100 shares, accounting for 0.0042% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2. Proposal on the company’s assessment management measures for the implementation of restricted stock incentive plan in 2022
Voting: 247131205 shares were approved, accounting for 99.9999% of the total number of valid voting shares held by shareholders attending the meeting; 100 dissenting shares, accounting for 0.0001% 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 attending the meeting: 2373691 shares were agreed, accounting for 99.9958% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 100 shares, accounting for 0.0042% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Voting: 247131205 shares were approved, accounting for 99.9999% of the total number of valid voting shares held by shareholders attending the meeting; 100 dissenting shares, accounting for 0.0001% 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 attending the meeting: 2373691 shares were agreed, accounting for 99.9958% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 100 shares, accounting for 0.0042% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
Based on the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
All the proposals considered at this shareholders’ meeting were passed.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that:
The convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel participating in the general meeting of shareholders, the qualifications of the convener and the voting procedures of the meeting all comply with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations, normative documents and the articles of association. The voting results of the general meeting of shareholders are legal and effective.
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