Guohao law firm (Shanghai)
about
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 5234 1668 Fax: (+ 86) (21) 5243 3320
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Shanghai)
About Shanghai Dzh Limited(601519)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
To: Shanghai Dzh Limited(601519)
As a law firm qualified to engage in legal business in China, Guohao law firm (Shanghai) (hereinafter referred to as "the firm") accepts the entrustment of Shanghai Dzh Limited(601519) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") In accordance with the provisions of 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 normative documents of the China Securities Regulatory Commission, we will appoint our lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the "general meeting of shareholders"), and discuss the convening, convening and voting procedures of the general meeting of shareholders This legal opinion is issued for voting results and other matters.
Matters to be declared by lawyers
The lawyer of our firm gives legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) our lawyers express legal opinions on matters related to the convening of the general meeting of shareholders of the company in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and relevant facts that have occurred or exist before the date of issuance of this legal opinion.
(II) our lawyers have strictly performed their statutory duties, and have fully verified the facts and legal issues involved in the convening, convening procedures, voting procedures, voting results and other matters of the company's general meeting of shareholders in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, so as to ensure that the facts identified in this legal opinion are true, accurate It is complete, and the issued concluding opinions are legal and accurate, without false records, misleading statements and major omissions.
(III) our lawyers agree to announce this legal opinion together with other information disclosure materials of the company's general meeting of shareholders, and are willing to bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) the company assures the lawyers of the firm that they have provided the true, complete, accurate and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, and there is no falsehood, omission or concealment; The signatures and seals on the documents submitted to the exchange are true, and all copies and copies are consistent with the original.
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.
(VI) this legal opinion only expresses legal opinions on the convening, convening procedures, voting procedures, voting results and other matters of the company's general meeting of shareholders according to law, and does not express opinions on the specific contents of relevant proposals of the company and non legal professional matters such as accounting, finance, audit and so on. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
(VII) when reading this legal opinion, all chapters should be taken as a whole and should not be used alone, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
(VIII) this legal opinion is only for the purpose of this shareholders' meeting of the company, and shall not be used for any other purpose without the written consent of the exchange.
Text
1、 Convening and convening procedures of this general meeting of shareholders 1.1 this general meeting of shareholders is convened by the board of directors of the company.
The board of directors of the company held the first meeting of the Fourth Board of directors in 2022 on January 21, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting in 2022, and decided to convene the general meeting on February 17, 2022.
The board of directors of the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 22, 2022 The notice of the shareholders' meeting was announced in China Securities News, Shanghai Securities News, securities times and Securities Daily. The notice of the meeting specifies the basic information of the meeting, the date of equity registration, the date and place of the meeting, the matters submitted to the meeting for deliberation, the registration method of shareholders attending the meeting, the way of shareholders attending the meeting, the operation process of investors participating in online voting, etc. According to the notice, the company held the general meeting of shareholders on February 17, 2022.
The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 22, 2022 The information of the general meeting of shareholders is published on the, and the specific contents of all proposals listed in the notice of the general meeting of shareholders are disclosed.
On January 27, 2022, the board of directors of the company received the letter on requesting the company's first extraordinary general meeting in 2022 to add interim proposals from Mr. Zhang Changhong, a shareholder holding more than 3% of the company's shares, and requested that the relevant proposals on electing Mr. Zhai Zhenming as an independent director candidate of the Fifth Board of directors of the company be submitted to the general meeting for deliberation.
The board of directors of the company held the second meeting of the Fourth Board of directors in 2022 on January 27, 2022, deliberated and approved the proposal on changing the candidates for independent directors of the Fifth Board of directors and the proposal on canceling some proposals and adding temporary proposals at the first extraordinary general meeting of the company in 2022, and revoked the nomination of Ms. Zhao Limei as the candidate for independent directors of the Fifth Board of directors, And agreed to submit the temporary proposal added by Mr. Zhang Changhong to the first extraordinary general meeting of shareholders in 2022 for deliberation.
On January 28, 2022, the board of directors of the company issued the announcement on canceling some proposals and adding interim proposals at the first extraordinary general meeting of shareholders in 2022, and updated the meeting materials of the general meeting of shareholders. In addition to the above cancellation and addition of temporary proposals, the notice of the original shareholders' meeting announced on January 22, 2022 remains unchanged. 1.2 the general meeting of shareholders is held on site and online.
The specific time of online voting is from February 17, 2022 to February 17, 2022. The online voting system of Shanghai Stock Exchange is adopted. 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. The shareholders' meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice. The on-site meeting was held at 13:30 on February 17, 2022 in the Chopin hall on the third floor of Shanghai Hongta Luxury Collection Hotel, No. 889 Dongfang Road, Pudong New Area, Shanghai. The time and place of the meeting were consistent with the contents of the notice of the shareholders' meeting. The meeting was presided over by Chairman Zhang Zhihong.
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2、 Personnel and qualifications attending the general meeting of shareholders
2.1 the equity registration date of this shareholders' meeting is February 10, 2022. According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the closing of the above equity registration date, the total number of voting shares of the company at this shareholders' meeting is 2028224000 shares.
2.2 according to the on-site inspection conducted by our lawyers on the stock accounts, identity certificates, relevant power of attorney and other relevant materials held by the personnel attending the shareholders' meeting on site, the qualifications of the shareholders attending the shareholders' meeting on site are legal and valid. 2.3 according to the voting statistics provided by SSE Information Network Co., Ltd. to the company after the online voting of the general meeting of shareholders, the number of shares attending the general meeting of shareholders through on-site voting and online voting
There are 12 shareholders' agents in total, representing 1057058366 voting shares, accounting for 52.1174% of the total voting shares of the company.
In conclusion, our lawyers believe that the qualifications of the above-mentioned participants meet the relevant provisions of laws, regulations, normative documents and the articles of association. 3、 Proposals and voting at the general meeting of shareholders
The shareholders' meeting deliberated and voted on the following proposals one by one:
1. Proposal on the election of non independent directors.
1.01 Zhang Zhihong
Voting: 908903080 shares were approved, accounting for 85.9841% of the valid voting shares attending the meeting.
1.02 Wang Qin
Voting: 908903078 shares were approved, accounting for 85.9841% of the valid voting shares attending the meeting.
1.03 Chen Zhi
Voting: 908903077 shares were approved, accounting for 85.9841% of the valid voting shares attending the meeting.
1.04 Jiang Jun
Voting: 908903076 shares were approved, accounting for 85.9841% of the valid voting shares attending the meeting.
2. Proposal on the election of independent directors.
Voting: 1362368703 shares were approved, accounting for 128.8830% of the valid voting shares attending the meeting.
2.02 Zhang Sijian
Voting: 1362368704 shares were approved, accounting for 128.8830% of the valid voting shares attending the meeting.
2.03 Mu Jiale
Voting: 1971821 shares were approved, accounting for 0.1865% of the valid voting shares attending the meeting. 3. Proposal on the election of supervisors.
3.01 Zhang Xinfu
Voting: 908903078 shares were approved, accounting for 85.9841% of the valid voting shares attending the meeting.
3.02 Xia Qiang
Voting: 908903080 shares were approved, accounting for 908903080% of the valid voting shares attending the meeting.
The above proposals are cumulative voting proposals without special resolutions; The above proposals are all proposals for counting votes separately for small and medium-sized investors; It does not involve proposals that require affiliated shareholders to avoid voting.
After verification by our lawyers, the above proposals are consistent with those listed in the notice of the general meeting of shareholders, and there is no situation of on-site modification of proposals, putting forward temporary proposals and voting on such proposals. 4、 Voting procedures and results of this general meeting of shareholders
4.1 the general meeting of shareholders adopts the method of open written voting on the above proposals. The shareholders and the first two supervisors jointly elected the vote counting representatives and attended the meeting.
4.3 the online voting of this meeting will end at 3 p.m. on February 17, 2022. Shanghai Stock Exchange Information Network Co., Ltd. provided the voting results of this meeting to the company. 4.4 after verification of the voting results, Zhang Zhihong, Wang Qin, Chen Zhi and Jiang Jun were elected as non independent directors of the company in the proposal considered at the general meeting of shareholders; Zhai Zhenming and Zhang Sijian were elected as independent directors of the company, while Mu Jiale was not elected as independent director of the company; Zhang Xinfu and Xia Qiang were elected as supervisors of the company; The company counted the votes of small and medium-sized investors separately on major matters affecting the interests of small and medium-sized investors, and the proposal of counting the votes of small and medium-sized investors separately was consistent with the contents of the notice and announcement of the general meeting of shareholders.
Our lawyers believe that the voting procedures and results 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, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the convener and the personnel attending the general meeting of shareholders, the voting procedures and voting results of the general meeting of shareholders and other related matters comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of Association; The resolutions of this general meeting of shareholders are legal and valid. (no text below)
