Hunan Qiyuan law firm
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Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Hunan Kai Yuan law firm accepted the Hunan Copote Science Technology Co.Ltd(600476) (hereinafter referred to as the "company") commissioned to appoint our lawyer to participate in the company's first provisional shareholders' meeting in 2022 (hereinafter referred to as the "shareholders' meeting"), affected by the epidemic of New Coronavirus pneumonia, and at the same time, to coordinate with Beijing's epidemic prevention and control work to reduce the number of people gathered. The lawyers of our firm will attend the meeting by means of online video.
The lawyers of the firm have issued legal opinions on this general meeting of shareholders in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the rules for the general meeting of shareholders of listed companies.
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, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Having examined the relevant documents and materials that the exchange considers necessary for the issuance of this 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 willing to bear corresponding legal responsibilities.
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、 Convening and convening procedures of this general meeting of shareholders
1. Upon inspection, the general meeting of shareholders was convened by the board of directors of the company.
2. On January 15, 2022, the board of directors of the company published the media newspapers designated by the CSRC and the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The notice on convening the general meeting of shareholders was announced on the, which announced the time, place, method, proposal content, meeting registration method and other matters of the meeting. 3. The general meeting of shareholders was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:00 on February 9, 2022 in conference room 1, second floor, Beijing Branch, No. 25, South Third Ring East Road, Fengtai District, Beijing.
This shareholders' meeting adopts the online voting system of shareholders' meeting of Shanghai 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, 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 general meeting of shareholders. Shareholders can exercise their voting rights through the Internet voting platform during the online voting time.
Upon inspection, the time, place, method and content of the shareholders' meeting are consistent with the notice and announcement of the meeting.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law and other laws, regulations and normative documents as well as the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. Meeting convener qualification
The general meeting of shareholders is convened by the board of directors of the company.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid.
2. Qualification of participants
Upon inspection, one shareholder and one shareholder's agent attended the on-site meeting of the general meeting of shareholders. They are the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors of the company or their legally authorized entrusted agents, holding a total of 53128388 shares, Accounting for 32.9847% of the total shares of the company on the equity registration date of the shareholders' meeting.
After inspection, in addition to the above shareholders and shareholders' agents, some directors, supervisors and senior managers of the company also attended / attended the shareholders' meeting as nonvoting delegates; Affected by the epidemic of New Coronavirus pneumonia, some directors and supervisors participated in the shareholders' meeting through the Internet. The lawyer witnessed the shareholders' meeting through online video.
Our lawyers believe that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders is legal and valid.
3. Online voting
According to the statistical results provided by Shanghai Stock Exchange Information Network Co., Ltd., 12 shareholders participated in the shareholders' meeting through online voting, holding 16930432 shares of the company, accounting for 10.5112% of the total shares of the company on the equity registration date of the shareholders' meeting.
3、 Information on the interim proposals of the general meeting of shareholders
Upon inspection, there is no additional temporary proposal at this shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
1. On site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. Before the general meeting of shareholders votes on the proposal, shareholders' representatives are elected to participate in the vote counting. The shareholders present at the meeting and their proxies deliberated and voted on the proposals included in the agenda of the general meeting of shareholders. After the voting, the representatives of shareholders and supervisors elected by the meeting and the lawyers of the exchange shall be jointly responsible for counting and supervising the votes. The scrutineer announced the on-site voting situation and results.
2. Online voting
After the online voting, SSE Information Network Co., Ltd. provided the online voting results of the shareholders' meeting to the company.
3. Voting results
After the online voting of the general meeting of shareholders, the company consolidated statistics and announced the voting results of on-site voting and online voting on the spot (hereinafter referred to as "consolidated voting results"). The voting results of the merger and the voting results of small and medium-sized investors (hereinafter referred to as the "voting results of small and medium-sized investors") are as follows:
(1) The proposal on electing Mr. Wang Dingjian as an independent director of the seventh board of directors of the company was deliberated and adopted. The combined voting result was: 69988020 shares were agreed, accounting for 99.8989% of the total number of effective voting shares represented by shareholders participating in the voting; Against 70800 shares, accounting for 0.1011% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders participating in the voting.
The total number of small and medium-sized investors who agreed to vote was 7648%, of which the number of small and medium-sized investors who agreed to vote accounted for 7648%; Oppose 70800 shares, accounting for 1.0652% of the total number of valid voting shares represented by small and medium-sized investors participating in the voting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares represented by small and medium-sized investors participating in the voting.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the current articles of association of the company, and the voting results are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents and the articles of Association; The qualifications of the attendees and conveners of the shareholders' meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is only used for the purpose of witnessing the first extraordinary general meeting of shareholders in 2022. Our lawyers agree to make this legal opinion a necessary announcement document of the company's first extraordinary general meeting in 2022 and announce it together with other documents, and bear relevant legal liabilities according to law.
This legal opinion is made in duplicate, one for the company and one for the exchange.
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