Beijing Jindu (Hangzhou) law firm
About Greenland Holdings Corporation Limited(600606)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Greenland Holdings Corporation Limited(600606)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Greenland Holdings Corporation Limited(600606) (hereinafter referred to as the company), in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2016) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents and the relevant provisions of the current effective articles of association, a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 16, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The Greenland Holdings Corporation Limited(600606) articles of Association (hereinafter referred to as the articles of association) deliberated and adopted at the 18th meeting of the ninth board of directors of the company;
2. The company published on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Announcement on Greenland Holdings Corporation Limited(600606) the resolution of the 18th meeting of the ninth board of directors;
3. The company published on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Announcement on Greenland Holdings Corporation Limited(600606) the resolution of the 13th meeting of the ninth board of supervisors;
4. The company published on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice on convening the first extraordinary general meeting of shareholders in 2022);
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd;
8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
9. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 25, 2022, the proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted at the 18th meeting of the ninth board of directors, and it was decided to convene the first extraordinary general meeting in 2022 on February 16, 2022.
On January 27, 2022, the company made an announcement in the form of China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) And other information disclosure media designated by the CSRC published the notice on convening the first extraordinary general meeting of shareholders in 2022.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 193 Xiehe Road, Shanghai on February 16, 2022. The on-site meeting was presided over by Mr. Zhang Yuliang, chairman of the board.
3. The online voting of the general meeting of shareholders adopts the online voting system 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.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposal considered at the meeting are consistent with the time, place and method announced in the notice on convening the first extraordinary shareholders’ meeting in 2022 and the proposal submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the corporate shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 12 shareholders and shareholders’ agents attending the company’s general meeting, representing 9741816290 voting shares, accounting for 76.2476% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., 164 shareholders participated in the online voting of the general meeting of shareholders, representing 237401602 voting shares, accounting for 1.8581% of the total voting shares of the company.
Among them, 173 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 521299889 voting shares, accounting for 4.0801% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 176, representing 9979217892 voting shares, accounting for 78.1057% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, some supervisors, the Secretary of the board of directors and the lawyers of the firm. Some senior managers of the company attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders’ meeting is consistent with the notice on convening the first extraordinary shareholders’ meeting in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with statistical data files of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the guarantee amount of the company in the first half of 2022 are as follows:
Voting results: 9841668016 shares were approved, accounting for 98.6216% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 118543517 shares, accounting for 1.1879% of the total voting shares of shareholders and shareholder proxy representatives attending the meeting; 19006359 shares were abstained, accounting for 0.1905% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 383750013 shares, accounting for 73.6141% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 118543517 shares were opposed, accounting for 22.7400% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 19006359 shares were abstained, accounting for 3.6459% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the proposal on Amending the articles of association are as follows:
Voting results: 9971176038 shares were approved, accounting for 99.9194% of the total voting shares of shareholders and proxy representatives attending the meeting; 7866579 opposed shares, accounting for 0.0788% of the total voting shares of shareholders and proxy representatives attending the meeting; 175275 shares were abstained, accounting for 0.0018% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 513258035 shares, accounting for 98.4573% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 7866579 opposed shares, accounting for 1.5090% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 175275 shares were abstained, accounting for 0.0337% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
3. The voting results of the proposal on the election of non independent directors are as follows:
The proposal is voted item by item by cumulative voting. The specific voting conditions and results are as follows:
3.01 Zhang Yuliang
Voting results: 9947591841 shares were approved, accounting for 99.6831% of the total voting shares of shareholders and proxy representatives attending the meeting; Among them, the voting of small and medium-sized investors was 489673838 shares, accounting for 93.9332% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.
According to the voting results, Mr. Zhang Yuliang was elected as a non independent director of the 10th board of directors of the company.
3.02 Zhang Yun
Voting results: 9920919459 shares were approved, accounting for 99.4158% of the total voting shares of shareholders and proxy representatives attending the meeting; Among them, the voting situation of small and medium-sized investors was that 463001456 shares were agreed, accounting for
