Shanghai Zechang law firm
about
Shandong Huapeng Glass Co.Ltd(603021)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
15 / F, Huishang building, No. 1286, Minsheng Road, Pudong New Area, Shanghai Post Code: 200127
Tel: 021-50430980 Fax: 021-50432907
February, 2002
Shanghai Zechang law firm
About Shandong Huapeng Glass Co.Ltd(603021)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Zechang Zheng Zi 2022-01-03-01 to: Shandong Huapeng Glass Co.Ltd(603021)
Shanghai Zechang law firm (hereinafter referred to as “the firm”) is entrusted by Shandong Huapeng Glass Co.Ltd(603021) (hereinafter referred to as “the company”) to hold 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”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations, rules and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Shandong Huapeng Glass Co.Ltd(603021) articles of Association (hereinafter referred to as the “articles of association”). Affected by the epidemic of pneumonia caused by New Coronavirus, the lawyers appointed by the Institute witnessed the shareholders’ meeting through video.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
After verification, the general meeting of shareholders of the company was convened by the decision of the 27th meeting of the seventh board of directors held on January 17, 2022. On January 18, 2022, the company was listed in China Securities Journal and
Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）And other designated media issued the notice on convening the first extraordinary general meeting of shareholders in 2022, announcing the time, place, deliberation items, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders. The shareholders’ meeting of the company was held at room 462, rongyun Road, Shandong Province on August 6, 2028. The starting and ending time of online voting is from February 8, 2022 to February 8, 2022. The online voting system of Shanghai Stock Exchange is adopted. 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 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
After verification, 32 shareholders and their proxies attended the general meeting, representing 82562982 voting shares, accounting for 25.8051% of the total shares of the company, including:
(1) Shareholders and their agents attending the on-site meeting
According to the signatures, power of attorney and shareholder account card of shareholders and shareholder agents attending the meeting, 23 shareholders and shareholder agents attended the on-site meeting of the general meeting, representing 12031100 shares with voting rights, accounting for 3.7603% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Participation in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 9 shareholders voted effectively through the online voting system, representing 70531882 voting shares, accounting for 22.0448% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 26 minority investor shareholders participated in the meeting through on-site and online, representing 5103820 voting shares, accounting for 6.18176% of the total voting shares held by shareholders / shareholder agents attending the meeting. Among them, 19 shareholders of small and medium-sized investors voted on site, representing 4162460 voting shares, accounting for 5.0416% of the total voting shares held by shareholders / shareholders’ agents attending the meeting; There are 7 shareholders of small and medium-sized investors voting through the Internet, representing 941360 voting shares, accounting for 1.1402% of the total voting shares held by shareholders / shareholder agents attending the meeting.
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the attendees of the company’s general meeting of shareholders are legal and valid. 3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following resolutions by means of on-site voting and online voting:
1. The proposal on by election of Mr. Hu Lei as a non independent director of the company was deliberated and adopted by ordinary resolution. The voting results are as follows:
Consent: 82141322 shares, accounting for 99.4893% of the total number of valid voting shares held by shareholders / shareholders’ agents attending the meeting; Total number of voting shares held by shareholders / proxies: 165100.7%; Abstention: 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders / shareholders’ agents attending the meeting.
Voting of minority investors and shareholders:
Agreed: 4682160 shares, accounting for 91.7383% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Objection: 421660 shares, accounting for 8.2617% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstention: 0 shares, accounting for 0% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
After examination, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the relevant provisions of the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
