Beijing Zhonglun (Shanghai) law firm
About Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Discussion on relevant issues involved in the first extraordinary general meeting of shareholders in 2022
Legal opinion
February 2022
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 21 6061 3666 Fax: + 86 21 6061 3555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Discussion on relevant issues involved in the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhejiang Yonghe Refrigerant Co.Ltd(605020)
According to the entrustment of Zhejiang Yonghe Refrigerant Co.Ltd(605020) (” Zhejiang Yonghe Refrigerant Co.Ltd(605020) ” or “the company”), Beijing Zhonglun (Shanghai) law firm (“the firm”) on the convening and convening procedures, the qualifications of conveners and attendees involved in the company’s first extraordinary general meeting of shareholders in 2022 (“the general meeting of shareholders”), the proposals of the general meeting of shareholders Give legal opinions on relevant issues such as voting procedures and voting results.
This legal opinion is in accordance with the company law of the people’s Republic of China (“company law”), the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022) (the “rules for the general meeting of shareholders”), the guiding opinions on the establishment of independent director system in listed companies (“guiding opinions”) and other relevant laws Issued in accordance with the provisions of laws, regulations and normative documents.
For the purpose of issuing this legal opinion, the lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates, and the handling lawyers of the exchange (“the lawyers of the exchange”) complied with the requirements and provisions of the current effective Chinese laws and regulations and the relevant rules and normative documents of the China Securities Regulatory Commission (“CSRC”), Reviewed and verified the legal documents and other documents and materials related to the subject matter provided by Zhejiang Yonghe Refrigerant Co.Ltd(605020) . At the same time, our lawyers also reviewed and verified other legal documents, information, materials and certificates that our lawyers considered necessary to review and verify for the issuance of this legal opinion, and inquired about relevant matters to Zhejiang Yonghe Refrigerant Co.Ltd(605020) relevant personnel.
During the above-mentioned examination, verification and inquiry, our lawyers have obtained the following commitment and guarantee from Zhejiang Yonghe Refrigerant Co.Ltd(605020) : they have provided the original written materials, copies, copies or oral testimony that we think are necessary, complete, true, accurate, legal and effective for issuing this legal opinion, and the relevant copies or copies are consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or advisory opinions issued by Zhejiang Yonghe Refrigerant Co.Ltd(605020) or other relevant institutions to issue this legal opinion. The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed on and before the issuance date of this legal opinion, and based on their understanding of relevant facts and relevant laws, regulations, rules and normative documents.
Our lawyers only express legal opinions on the convening and convening procedures, the qualifications of conveners and attendees, the proposals, voting procedures and voting results of the general meeting of shareholders and other related issues involved in the general meeting of shareholders. This legal opinion is only Zhejiang Yonghe Refrigerant Co.Ltd(605020) used for the purpose of this general meeting of shareholders and shall not be used for any other purpose by any other person. Our lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders in accordance with relevant regulations.
The firm and its lawyers have the subject qualification to issue legal opinions on the matters mentioned in the title, and are responsible for the legal opinions issued.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence in the Chinese lawyer industry, our lawyers issue the following legal opinions on the matters mentioned:
1、 On the convening and convening procedures of this general meeting of shareholders
Upon the examination of the lawyers of the exchange, the general meeting of shareholders was held at 14:00 on Thursday, February 10, 2022. The notice of Zhejiang Yonghe Refrigerant Co.Ltd(605020) on convening the first extraordinary general meeting of shareholders in 2022 (“Notice of general meeting of shareholders”) was published in China Securities Journal, Shanghai Securities Journal, securities times and the website of Shanghai Stock Exchange on January 21, 2022（ http://www.sse.com.cn./ ）。 The announcement date of the notice of the general meeting of shareholders has reached and exceeded 15 days from the date of the general meeting of shareholders. The notice specifies the on-site meeting time, online voting time, meeting place, meeting convener, voting method, matters to be considered at the meeting, participants of the meeting, equity registration date, registration method and voting procedures for participating in online voting.
After the review of our lawyers, the on-site meeting of the general meeting of shareholders was held as scheduled at 14:00 on Thursday, February 10, 2022 in the conference room of the company, No. 893 Century Avenue, Quzhou City, Zhejiang Province. According to the notice of the general meeting of shareholders, the company provides the shareholders of the company with the online voting platform of the general meeting of shareholders through the online voting system of the general meeting of shareholders of listed companies on Shanghai Stock Exchange, and the shareholders can exercise their voting rights through the above system.
The voting time through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is February 10, 2022. The online voting system of the general meeting of shareholders of listed companies of Shanghai Stock Exchange is adopted. The voting time through the voting platform of the trading system 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 10, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be carried out in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange and other relevant provisions.
The lawyers of the firm verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the rules of general meeting of shareholders, as well as the provisions of the Zhejiang Yonghe Refrigerant Co.Ltd(605020) articles of Association (“the articles of association”).
2、 About the qualifications of the convener and the attendees of the general meeting of shareholders
After examination by lawyers of the firm, Zhejiang Yonghe Refrigerant Co.Ltd(605020) the 19th meeting of the third board of directors was held on January 20, 2022 and decided to convene the first extraordinary general meeting of shareholders in 2022. The third board of directors of the company is the convener of the general meeting of shareholders; A total of 12 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing a total of 149816171 shares with voting rights (the part of the shares held by the shareholders participating in the margin trading business is not included in the statistics of their effective voting rights), accounting for 55.5387% of the total voting share capital of Zhejiang Yonghe Refrigerant Co.Ltd(605020) .
According to the statistics of relevant data provided by Shanghai Stock Exchange, there are 12 shareholders who directly vote through the above online voting system within the effective time of online voting, representing 38700 shares, accounting for 0.0143% of the total voting share capital of Zhejiang Yonghe Refrigerant Co.Ltd(605020) .
Other persons attending or attending the general meeting of shareholders as nonvoting delegates are Zhejiang Yonghe Refrigerant Co.Ltd(605020) directors, candidates for directors, supervisors, senior managers and lawyers of the exchange.
Since our lawyers are unable to verify the qualifications of online voting shareholders, on the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the qualifications of the convener of the general meeting of shareholders and the qualifications of the participants are legal and effective after verification by our lawyers.
3、 Proposal on this shareholders’ meeting
After the examination of the lawyers of the firm, the shareholders and the authorized entrusted agents of the shareholders did not put forward any proposal not listed in the notice of the general meeting of shareholders at the general meeting of shareholders. The general meeting of shareholders only considered and voted on the proposal specified in the notice of the general meeting of shareholders, and the proposal of the general meeting of shareholders was not modified or changed.
After verification and verification by our lawyers, the contents and methods of the proposals reviewed at the general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents, and comply with the provisions of the articles of association.
4、 Voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting. The general meeting of shareholders provides the shareholders of the company with the online voting platform of the general meeting of shareholders through the online voting system of the general meeting of shareholders of companies listed on Shanghai Stock Exchange. Shareholders can only choose one of on-site voting and online voting.
After the examination of the lawyers of the firm, the shareholders and their proxies attending the on-site meeting of the company’s general meeting voted by open ballot on the matters listed in the announcement. Two shareholders’ representatives, supervisors’ representatives and lawyers of the firm jointly participated in the counting and monitoring of votes, and the voting results were announced on the spot.
The shareholders who choose to vote online and their proxies vote online through the online voting system within the effective time of online voting. After the online voting, Shanghai stock exchange provided the company with the total number of voting rights and voting results of online voting at the general meeting of shareholders.
After the voting of this shareholders’ meeting, the company will make a consolidated statistics of the voting results of on-site voting and online voting for each proposal.
The lawyer of the firm verified that the voting procedures and voting methods of the on-site meeting and online voting of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the rules of the general meeting of shareholders, as well as the provisions of the articles of association.
5、 Voting results of the general meeting of shareholders
According to the review of our lawyers, after the voting of this general meeting of shareholders, the voting results of on-site voting and online voting of the company’s consolidated statistics are as follows:
（1） Amendment on increasing the registered capital of the company ˂ According to the articles of association and the proposal on handling industrial and commercial change registration, 149852371 shares were agreed, 2500 shares were opposed, 0 shares were abstained, and it was agreed to account for the effective voting shares of the general meeting of shareholders
99.9983% of the total number of copies.
（2） Proposal on investment and construction of new projects by wholly owned subsidiaries
149852271 shares were approved, 2500 shares were opposed and 100 shares were abstained, accounting for 99.9982% of the total effective voting shares of the shareholders’ meeting.
（3） Proposal on election of independent directors of the company
This proposal is a cumulative voting proposal. Independent director candidate Hu Jirong won 149824574 votes, accounting for 99.9797% of the effective voting rights at the meeting, and was elected as an independent director of the third board of directors of the issuer. When voting on the above-mentioned proposals at the general meeting of shareholders, the representatives of shareholders, supervisors and lawyers of the exchange shall jointly participate in vote counting and supervision.
After verification and verification by the lawyers of the exchange, the special proposals under consideration at the general meeting of shareholders have been agreed by more than two-thirds of the shareholders who have voted. According to the voting results, all proposals at the general meeting of shareholders have been passed. The voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the rules of general meeting of shareholders, as well as the provisions of the articles of association. The voting procedures and results of this general meeting of shareholders are legal and effective.
6、 Conclusion
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the rules of general meeting of shareholders, as well as the provisions of the articles of Association; On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the provisions of the articles of association, the qualifications of the convener and attendees of this general meeting of shareholders are legal and effective; The proposals submitted to the shareholders’ meeting for deliberation have been listed in the notice of the shareholders’ meeting, and there are no new or temporary proposals; The voting procedures and results of this general meeting of shareholders are legal and effective.
This legal opinion is made in three originals without copies. It will come into force after being signed by our lawyers and sealed by our office.
(the following is the signature and seal page of this legal opinion, without text)
