Shanghai Guangfa law firm
About Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Legal opinion of the third extraordinary general meeting of shareholders in 2022
To: Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) the third extraordinary general meeting of shareholders in 2022 was held in the company’s conference room, building 3, Lane 1999, zhangheng Road, Pudong New Area, Shanghai on February 15, 2022. At the invitation of the company, Shanghai Guangfa law firm appointed lawyer Yao Sijing and lawyer he Xiaotian to attend the meeting 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and regulations Other normative documents and the provisions of the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the “articles of association”), this legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants, the proposal of the meeting, the voting method and voting procedure, the voting results and the resolutions of the meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
The company has guaranteed and promised that the documents and statements and explanations provided by the company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this shareholders’ meeting and shall not be used by anyone for any other purpose. The exchange agrees that the company can take this legal opinion as the announcement material of the company’s general meeting of shareholders and submit it with it
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers express the following opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the second meeting of the third board of directors held on January 26, 2022. On January 27, 2022, the company published the notice of Shanghai Haoyuan Chemexpress Co.Ltd(688131) on convening the third extraordinary general meeting of shareholders in 2022 on the designated website of Shanghai Stock Exchange and relevant designated media, and decided to adopt the combination of on-site meeting voting and online voting to convene this general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held at 13:30 on February 15, 2022 in the conference room of the company, building 3, Lane 1999, zhangheng Road, Pudong New Area, Shanghai; Online voting adopts the online voting system of Shanghai Stock Exchange. The voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 15, 2022; The specific time of voting through the Internet voting platform is 9:15-15:00 on February 15, 2022.
The company has informed all shareholders of the time, place, deliberation items, qualification of participants and other announcements of the general meeting of shareholders, and determined that the equity registration date is February 8, 2022.
The exchange believes that the procedures for convening and convening this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other relevant laws and regulations, other normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. There were 37 shareholders and shareholder representatives (including agents) attending the general meeting of shareholders. The voting shares represented were 52719597 shares, accounting for 70.9149% of the total voting shares of the company. Among them, there were 8 shareholders and shareholders’ representatives (including agents) attending the on-site meeting, and the voting shares represented were 34136213 shares, accounting for 45.9178% of the total voting shares of the company; There are 29 shareholders and shareholder representatives (including proxies) voting through the Internet, and the shares representing voting rights are 18583384 shares, accounting for 24.9972% of the total voting shares of the company. There were 28 shareholders and shareholders’ representatives (including agents) of small and medium-sized investors who participated in the on-site meeting and online voting, representing 7327694 shares with voting rights, accounting for 9.8567% of the total voting shares of the company.
According to the verification of our lawyers, the shareholders attending the on-site meeting hold stock account cards, ID cards or other valid certificates or certificates that can indicate their identity, and the shareholders’ agents hold legal and valid power of attorney and personal valid ID certificates issued by the shareholders. These shareholders hold the company’s shares on February 8, 2022, the equity registration date announced by the company. The qualification of shareholders and shareholder representatives (including proxies) voting through online voting has been verified by Shanghai Stock Exchange Information Network Co., Ltd. (hereinafter referred to as “information company”). The meeting was presided over by Mr. Zheng Baofu, chairman of the board. Some directors and supervisors of the company attended the meeting, and some senior managers and lawyers appointed by the company attended the meeting as nonvoting delegates.
The exchange believes that the qualifications of the convener and attendees of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The voting of this general meeting of shareholders adopts the combination of on-site voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by written open ballot. Shareholders participating in online voting voted on the matters listed in the announcement through the trading system of Shanghai Stock Exchange or the Internet voting system.
The vote of the on-site meeting of the general meeting of shareholders was counted and monitored by the lawyers, supervisors and shareholder representatives of the exchange in accordance with the procedures specified in the articles of association and the announcement. The online voting results of this general meeting of shareholders are counted by the information company after the voting.
According to the voting results of the shareholders attending the meeting and the online voting results counted by the information company, the following proposals were considered and adopted at the shareholders’ meeting:
(I) deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
Voting results: 52718023 shares were approved, accounting for% of the total number of valid voting shares attending the meeting
99.9970 %； 1574 opposition shares, accounting for 0.0030% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
This motion was passed by special resolution. Among them, the voting results of small and medium-sized investors were: 7326120 shares were agreed, accounting for 99.9785% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 1574 shares, accounting for 0.0215% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
Voting results: 52718023 shares were approved, accounting for 99.9970% of the total number of valid voting shares attending the meeting; 1574 opposition shares, accounting for 0.0030% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting. This motion was passed by special resolution. Among them, the voting results of small and medium-sized investors were: 7326120 shares were agreed, accounting for 99.9785% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 1574 shares, accounting for 0.0215% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
(III) deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
Voting results: 52718023 shares were approved, accounting for 99.9970% of the total number of valid voting shares attending the meeting; 1574 opposition shares, accounting for 0.0030% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting. The resolution was passed specially. Among them, the voting results of small and medium-sized investors were: 7326120 shares were agreed, accounting for 99.9785% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 1574 shares, accounting for 0.0215% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
The exchange believes that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
The exchange believes that the convening and convening procedures of the third extraordinary general meeting of shareholders in 2022 comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, the qualifications of the convener and participants of the meeting are legal and effective, and the voting procedures and voting results of the meeting are legal and effective. This legal opinion is made in three originals. Head of Shanghai Guangfa law firm: Meng FanFeng handling lawyer: he Xiaotian Gu Yan
February 15, 2022
