Zhejiang Xinzhuan law firm
About Hna Innovation Co.Ltd(600555)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Hna Innovation Co.Ltd(600555)
Entrusted by Hna Innovation Co.Ltd(600555) (hereinafter referred to as “the company”), Zhejiang Xinzhuan law firm (hereinafter referred to as “the firm”) appointed lawyer Shen Zhongming and lawyer Shen Junhui to attend the first extraordinary general meeting of shareholders in 2022 held by the company at 14:30 on February 9, 2022 in the conference room on the second floor of yacht Bay l13-2, Jiulongshan resort, Zhapu Town, Pinghu City, Zhejiang Province, And give witness legal opinions on this general meeting of shareholders.
This legal opinion is based on 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 Shanghai Stock Exchange (hereinafter referred to as the “detailed rules for online investment”) and other relevant laws Regulations, normative documents and the Hna Innovation Co.Ltd(600555) articles of Association (hereinafter referred to as the “articles of association”) and other provisions.
In order to issue this legal opinion, our lawyers reviewed the announcement documents, articles of association and other relevant documents of the general meeting of shareholders provided by the company, and attended the general meeting of shareholders in the whole process. The company guarantees the lawyers of the firm that the relevant contents of the relevant documents and statements provided to the firm are true, and the relevant copies, copies and other materials are consistent with the original.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, Moreover, this legal opinion is only used for the purpose of the legitimacy of the relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
The exchange and the undertaking lawyer agree to take this legal opinion as the announcement document of the company’s general meeting of shareholders and announce it together with other documents.
In accordance with relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. On January 24, 2022, the 21st Meeting of the eighth board of directors of the company decided to convene this general meeting of shareholders. On January 25, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 through the website of Shanghai Stock Exchange and relevant media. The shareholders’ meeting shall specify the matters to be considered, the voting method, the time of the meeting, and the registration notice of the meeting.
2. The shareholders’ meeting adopts the combination of on-site meeting and online voting. The on-site meeting was held at 14:30 on February 9, 2022 in the conference room on the second floor of yacht Bay l13-2, Jiulongshan resort, Zhapu Town, Pinghu City, Zhejiang Province; Online voting is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange (the voting time of 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 of the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders).
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 rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) qualification of participants
1. The equity registration date of this shareholders’ meeting: the equity registration date of A-Shares is January 25, 2022; The registration date of B shares is January 28, 2022, and the last trading date is January 25, 2022.
2. A total of 48 shareholders and their proxies attended the general meeting of shareholders, and the total number of voting shares held was 289167234, accounting for 22.1839% of the total number of voting shares of the company.
(1) There are 41 A-share shareholders and their proxies, and the total number of voting shares held is 194529243, accounting for 14.9236% of the total number of voting shares of the company; There are 7 B-share shareholders and their proxies. The total number of voting shares held by them is 94637991, accounting for 7.2603% of the total number of voting shares of the company.
(2) There were 6 shareholders and shareholders’ agents attending the on-site meeting, and the total number of voting shares held was 276720318, accounting for 21.2290% of the total number of voting shares of the company; A total of 42 shareholders and shareholders’ proxies voted through the Internet, and the total number of voting shares held was 12446916, accounting for 0.9549% of the total number of voting shares of the company.
3. Our lawyers have verified the identity cards, shareholding certificates, identity cards and power of attorney of shareholders’ agents attending the on-site meeting. The identity of shareholders and shareholders’ agents who have passed the online voting has been verified by the online voting system.
(II) qualification of Convener
The general meeting of shareholders was convened by the board of directors of the company and presided over by Liao Hongyu, chairman of the board of directors.
The exchange believes that the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders have corresponding qualifications and comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
1. The voting method of this general meeting of shareholders adopts the combination of on-site voting and online voting. The shareholders who voted on the spot voted on the proposal through a written open ballot, and the shareholders who voted online voted on the proposal through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange and other online platforms.
The vote of the on-site meeting of the general meeting of shareholders was counted and monitored by the lawyers, shareholder representatives and supervisor representatives of the firm in accordance with the provisions of the articles of association. The online voting results shall be counted by the corresponding online voting platform after the voting.
2. According to the statistical data of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
Shareholders agree (shares) agree than disagree, disagree than abstain, abstention than type (shares) cases (shares)
（%） （%） （%）
A shares 191525843 98.4561 3400 0.0017 3000000 1.5422
B shares 94637891 99.9999 100 0.0001 0.0000
Total 286163734 98.9613 3500 0.0012 3000000 1.0375
3. Among them, the voting results of small and medium-sized investors: 12743116 shares were agreed, accounting for 80.9261% of the total voting shares of small and medium-sized investors attending the meeting; Against 3500 shares, accounting for 0.0222% of the total voting shares of small and medium-sized investors attending the meeting; 3000000 shares were abstained, accounting for 19.0517% of the total voting shares of small and medium-sized investors attending the meeting.
4. Voting result: the proposal on appointing China Audit Asia Pacific Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 was passed.
The exchange believes that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
4、 Concluding observations
The exchange believes that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association. The qualifications of the personnel attending the meeting and the convener of the meeting are legal and valid, and the voting procedures and voting results of the meeting are also legal and valid.
This legal opinion is made in triplicate and takes effect after being sealed by the office, signed by the person in charge and signed by the handling lawyer.
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