Liaoning Huaxia law firm about
Dalian Huarui Heavy Industry Group Co.Ltd(002204)
Legal opinion of the first extraordinary general meeting of shareholders in 2002
Lhljz [2022] No. 002 to: Dalian Huarui Heavy Industry Group Co.Ltd(002204)
In accordance with 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, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for online voting”) and the measures for the administration of securities legal business of law firms and other relevant laws and regulations In accordance with the normative documents and the articles of association of Dalian Huarui Heavy Industry Group Co.Ltd(002204) (hereinafter referred to as the “articles of association”), the exchange accepted the entrustment of Dalian Huarui Heavy Industry Group Co.Ltd(002204) (hereinafter referred to as the “company”) and appointed lawyers Bao Jingxin and Mu Xiaoxia to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as the “general meeting of shareholders”) held on February 10, 2022, And issue legal opinions on the legality of the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener of the meeting, the voting procedures and voting results of the general meeting of shareholders and other important matters.
In order to issue this legal opinion, the lawyer of the firm checked the relevant documents of the general meeting of shareholders provided by the company, including but not limited to:
1. Articles of Association;
2. Announcement on the resolution of the 22nd Meeting of the 5th board of directors;
3. Notice of Dalian Huarui Heavy Industry Group Co.Ltd(002204) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “Notice of general meeting of shareholders”);
4. Information on Dalian Huarui Heavy Industry Group Co.Ltd(002204) convening the first extraordinary general meeting of shareholders in 2022;
5. The shareholders’ registration records, register of shareholders, shareholder identity documents, power of attorney, on-site voting votes, online voting results provided to the company by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”) and other relevant documents of the shareholders’ meeting.
This legal opinion is only used as the legal document of the announcement of the company’s general meeting of shareholders, and shall not be used for other purposes without the written consent of our lawyer.
In accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 21, 2022, the 22nd Meeting of the 5th board of directors of the company made a decision to convene this general meeting of shareholders. The company passed China Securities Journal, securities times and cninfo on January 22, 2022（ http://www.cn.info.com.cn. ）The notice of shareholders’ meeting was issued in the form of announcement.
After verification, the notice of the general meeting of shareholders has been issued more than 15 days from the holding time of the general meeting of shareholders, which complies with the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of Association.
The notice of the general meeting of shareholders sets out the time and method of the general meeting of shareholders, the place of the on-site meeting, the matters to be considered, the date of equity registration, the participants, the method of meeting registration, the specific process of participating in online voting, and other matters, The contents of the notice of shareholders’ meeting comply with the relevant provisions of the rules of shareholders’ meeting of listed companies and the articles of association.
The convening method of the general meeting of the company, the articles of association and other relevant laws and regulations of the company are considered by the lawyers to be in conformity with the above-mentioned laws and regulations of the company.
(II) convening of this general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders was held as scheduled in the international conference hall on the 13th floor of Dalian Huarui building at 15:00 p.m. on February 10, 2022. The actual time and place of the meeting are consistent with the time and place notified in the meeting notice.
2. In addition to the on-site meeting, the company also provides shareholders with online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange. The voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022, and 15:00 in the afternoon.
3. The meeting was presided over by Mr. Tian Changjun, a director elected by more than half of the directors of the company.
After verification, our lawyers believe that the convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are legal.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) personnel attending the general meeting of shareholders
1. Shareholders and agents attending the general meeting of shareholders
According to the verification of shareholders and shareholders’ agents attending the on-site meeting by our lawyers and the statistical results of online voting provided by the information company, there are 8 shareholders and shareholders’ agents attending the company’s general meeting, representing 1242509398 shares with effective voting rights, accounting for 64.3331% of the total shares of the company.
Among the above shareholders and shareholders’ agents, 3 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 1201564678 shares with effective voting rights, accounting for 62.2131% of the total shares of the company. The lawyer of the firm has verified the identity certificates, power of attorney and other relevant certificates and materials of the shareholders and shareholders’ agents attending the on-site meeting, and confirmed that the above shareholders and shareholders’ agents attending the on-site general meeting have complete procedures, legal identity, valid representative shares and are qualified to attend the general meeting; According to the data provided by the information company, during the online voting time, 5 shareholders voted through the Internet, representing 40944720 shares with effective voting rights, accounting for 2.1200% of the total shares of the company.
2. Other personnel attending the general meeting of shareholders
Other persons attending the shareholders’ meeting are some directors, supervisors, senior managers of the company and lawyers of the exchange.
After verification, the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. (II) the general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener of the meeting is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
According to the verification of our lawyers, the voting matters of this shareholders’ meeting have been listed in the notice of shareholders’ meeting.
The general meeting of shareholders adopted a combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason. The on-site voting on the matters considered at the general meeting of shareholders shall be conducted by open ballot, and the shareholder representatives, supervisors and lawyers of the exchange shall be responsible for counting and supervising the votes; The voting information of the general meeting of shareholders and the voting results of the network shall be provided by the company. After the on-site shareholders’ meeting, the company merged the on-site voting results with the online voting results provided by the information company, and counted the votes of small and medium-sized investors holding less than 5%.
The deliberation and voting of this shareholders’ meeting are as follows:
1. Proposal on applying for comprehensive credit line and providing guarantee for subordinate companies;
1201951658 shares were approved, accounting for 96.7358% of the total voting shares attending the meeting; 40557740 shares opposed, accounting for 3.2642% of the total voting shares attending the meeting; Abstain 0 shares. Voting result: the motion was effectively passed.
2. Proposal on the prediction of daily connected transactions in 2022.
This proposal involves related party transactions. The related shareholders Dalian Huarui Heavy Industry Group Co.Ltd(002204) · hoisting Group Co., Ltd. and Dalian state owned assets investment and operation group Co., Ltd. avoided voting, and their voting rights were not included in the total number of effective voting rights.
41616340 shares were approved, accounting for 99.9705% of the total voting shares attending the meeting;
Against 12300 shares, accounting for 0.0295% of the total voting shares attending the meeting; Abstain 0 shares.
Voting result: the motion was effectively passed.
3. Proposal on adjusting the allowance of independent directors of the Fifth Board of directors.
1242460198 shares were approved, accounting for 99.9960% of the total voting shares attending the meeting; Against 12300 shares, accounting for 0.0010% of the total voting shares attending the meeting; 36900 shares abstained, accounting for 0.0030% of the total voting shares attending the meeting.
Voting results: the motion was passed.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the rules for online voting and other relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The qualifications of the personnel attending the shareholders’ meeting and the convener of the meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
Liaoning Huaxia law firm
Person in charge: Jiang Hui
Handling lawyer: Bao Jingxin
Mu Xiaoxia
February 10, 2002
