Legal opinion of Zhejiang Tiance law firm
T&C Law Firm
On Hangxiao Steel Structure Co.Ltd(600477) the first extraordinary general meeting of shareholders in 2022
Legal opinion
No.: tcyjs2022h0166 to: Hangxiao Steel Structure Co.Ltd(600477)
Zhejiang Tiance law firm (hereinafter referred to as "the firm") accepts the entrustment of Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as "the company") and appoints its lawyers to attend the first extraordinary general meeting of the company in 2022. 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"), 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, regulations and other relevant normative documents, And the relevant provisions of the Hangxiao Steel Structure Co.Ltd(600477) articles of Association (hereinafter referred to as the articles of association), which examined the legitimacy and effectiveness of the convening and convening procedures, the qualifications of participants, voting methods and voting procedures of the company's general meeting of shareholders.
Based on the relevant facts and legal provisions known to us, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have reviewed the relevant matters involved in the shareholders' meeting, verified and verified the documents provided by the company, and made necessary judgments accordingly, and hereby issue this legal opinion. In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the company's general meeting of shareholders are legal and comply with the articles of association, the legitimacy and effectiveness of the qualifications of the participants, and the legitimacy and effectiveness of the voting methods and procedures of the general meeting of shareholders.
The company has assured the bourse that the information related to the general meeting of shareholders provided by it is true and complete without major omissions. This legal opinion is the legal opinion issued by our lawyer based on the facts mastered by attending the general meeting of shareholders and the relevant materials provided by the company, and shall be liable for this legal opinion according to law. The lawyer of the firm agrees to announce this legal opinion as a necessary legal document for the general meeting of shareholders, and bear the responsibility for this legal opinion according to law.
1、 Convening and convening procedures of this general meeting of shareholders
(I) after verification, the general meeting of shareholders of the company was proposed and convened by the board of directors of the company, which was held on
Legal opinion of Zhejiang Tiance law firm
On January 29, 2022, the notice on convening the first extraordinary general meeting of shareholders in 2022 was announced on the designated newspapers and the website of Shanghai Stock Exchange, which listed the proposals of the general meeting of shareholders. The company has fully disclosed the contents of all proposals of the general meeting of shareholders in accordance with the relevant provisions of the rules of general meeting of shareholders.
(II) the shareholders' meeting adopts the combination of on-site voting and online voting. According to the notice of the meeting, the on-site meeting was held at 14:30 p.m. on February 15, 2022 in the conference room on the 5th floor of Ruifeng building, No. 258 Zhonghe Middle Road, Hangzhou, Zhejiang Province; The online voting time through the online voting system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 15, 2022; The time for online voting through the Internet voting platform is 9:15-15:00 on February 15, 2022. The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange. In addition to specifying the time, place, convener and voting method of the meeting, the notice of the shareholders' meeting also includes the registration items of the on-site meeting, the identity authentication and voting procedures of shareholders participating in online voting (including two voting methods of trading system voting platform and Internet voting platform).
Upon examination, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
According to the notice of this shareholders' meeting, the persons attending this shareholders' meeting are:
(I) by the end of the transaction on February 8, 2022, all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Shareholders of the company who are unable to attend the meeting for some reason may authorize a proxy in writing to attend the meeting;
(II) directors, supervisors and senior managers of the company;
(III) lawyers employed by the company.
Upon verification of the company's register of shareholders as of the closing of the market on the afternoon of February 8, 2022, the identity certificates and authorization materials of shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders, it is confirmed that there are 8 shareholders and entrusted agents attending the on-site meeting, holding a total of 938.09 million shares, accounting for 43.56% of the total number of shares of the company (2153.737411 million shares).
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 9 circulating shareholders participating in the online voting of the general meeting of shareholders within the effective time, representing a total of 9620665 shares, accounting for% of the total shares of the company
Legal opinion of Zhejiang Tiance law firm
0.45%。
Based on the above verification results, our lawyers believe that the qualifications of shareholders and entrusted agents attending the general meeting of shareholders meet the provisions of relevant laws and regulations, and are legal and effective.
3、 Qualification of shareholders proposing new proposals
The shareholders' meeting did not modify the original agenda and put forward new proposals.
4、 Voting procedures of this general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the announcement one by one, and the voting is as follows:
1. The proposal on the company and its holding subsidiaries applying for credit from financial institutions was deliberated and adopted;
2. The proposal on the prediction of financing guarantee of the company and its holding subsidiaries in 2022 was deliberated and adopted. According to the provisions of the articles of association, the above-mentioned proposals shall be adopted by ordinary resolution of non affiliated shareholders with voting rights attending the meeting. The second proposal mentioned above involves the avoidance of voting by related shareholders, and the votes of small and medium-sized investors need to be counted separately.
After examination, the above proposal was passed by the shareholders and entrusted agents who participated in the meeting through on-site voting and online voting with the number of votes in accordance with the articles of association, and the related shareholders did not participate in the voting of relevant proposals. The above second proposal has been counted separately for small and medium-sized investors. The shareholders' meeting did not vote on matters not listed in the meeting notice.
Our lawyers believe that the voting methods and procedures of the above proposals comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
Our lawyers believe that the convening and convening procedures of the company's first extraordinary general meeting of shareholders in 2022, the qualifications of the participants, the voting methods and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the voting results of this general meeting of shareholders are legal and effective.
This legal opinion is made in two originals without copies.
(signature page continued below)
Legal opinion of Zhejiang Tiance law firm
(there is no text on this page, which is the signature page of the legal opinion of Zhejiang Tiance law firm on Hangxiao Steel Structure Co.Ltd(600477) the first extraordinary general meeting of shareholders in 2022 numbered tcyjs2022h0166) person in charge of Zhejiang Tiance law firm (seal):
Zhang Jingzhong
Handling lawyer:
Du Wen
Wu Bingge
February 15, 2022
