Hunan Qiyuan law firm
About Changgao Electric Group Co.Ltd(002452)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
410007, 17 / F, block a, Jiatian international new town, No. 359, Section 2, Furong Middle Road, Changsha, Hunan
Tel: (0731) 82953-778 Fax: (0731) 82953-779
Website: www.qiyuan.com com.
To: Changgao Electric Group Co.Ltd(002452)
Entrusted by Changgao Electric Group Co.Ltd(002452) (hereinafter referred to as “the company”), Hunan Qiyuan law firm appointed its lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witnessed the meeting by lawyers and issued legal opinions.
The legal opinion issued by our lawyer is based on the following commitment made by the company: the originals of all documents provided to our lawyer and the copies that are consistent with the originals verified by our lawyer are true, complete and reliable.
In order to issue legal opinions, we have reviewed the following materials provided by the company according to law:
1. Published in newspapers and cninfo.com designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”)（ http://www.cn.info.com.cn./ ）Notice on the company’s holding of the first extraordinary general meeting of shareholders in 2022.
2. The register of shareholders of the company on the equity registration date of the shareholders’ meeting, the registration records of shareholders attending the on-site meeting and relevant materials;
3. Qualifications and identity documents of shareholders or their agents attending the meeting.
In accordance with the relevant provisions of Article 5 of the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, the legal opinions are hereby issued as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. Upon inspection, the general meeting of shareholders was convened by the board of directors of the company.
2. On January 25, 2022, the board of directors of the company made a statement in Shanghai Securities News, securities times, China Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice of the company on convening the first extraordinary general meeting of shareholders in 2022 was announced on the.
3. The general meeting of shareholders of the company is held by combining on-site voting and online voting:
(1) The on-site meeting of the general meeting of shareholders was held at 15:00 on Friday, February 18, 2022 in Changgao Electric Group Co.Ltd(002452) multimedia conference room, No. 393, section 3, Jinxing North Road, Changsha City, Hunan Province. The time, place and content of the general meeting of shareholders were consistent with the notice of the meeting.
9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 18, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is from 9:15 a.m. on February 18, 2022 to 15:00 on February 18, 2022. 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 conveners and attendees of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company.
2. A total of 44 shareholders or shareholders’ agents attended the meeting, representing 210988522 shares, accounting for 34.0213% of the total shares of the listed company.
(1) Upon inspection, 41 shareholders or shareholders attended the on-site meeting of the general meeting of shareholders, representing 204649140 shares, accounting for 32.9991% of the total shares of the listed company. They are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on the equity registration date determined by the board of directors or their legally authorized entrusted agents.
(2) According to the statistical results of online voting provided by Shenzhen Stock Exchange to the company after the online voting of the general meeting of shareholders, there are 3 shareholders participating in the online voting of the general meeting of shareholders, representing 6339382 shares, accounting for 1.0222% of the total shares of the listed company. The qualification of shareholders voting through the online voting system has been verified by the identity verification institution.
The lawyer of the firm believes that the qualification of the convener of the general meeting of shareholders meets the provisions of relevant laws, regulations, normative documents and the articles of association, which is legal and effective; The qualifications of shareholders and their agents attending the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters to be considered listed in the notice of the meeting by means of on-site voting, and monitored, checked and counted the votes according to the procedures specified in the articles of association.
(II) after the online voting of the general meeting of shareholders, Shenzhen stock exchange provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
(III) after the voting of the general meeting of shareholders, the company made a combined statistics of the voting results of the on-site voting and online voting of the general meeting of shareholders, and counted the votes of small and medium-sized investors attending the meeting separately. The shareholders who must avoid voting have avoided voting on relevant proposals and announced the voting results on the spot. The specific voting results are as follows:
1. The proposal on the change of the company’s registered capital was deliberated and adopted
Voting: 210444522 shares were approved, accounting for 99.7422% of the shares held by all shareholders attending the meeting; Against 544000 shares, accounting for 0.2578% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 66262140 shares were approved, accounting for 99.1857% of the shares held by minority shareholders attending the meeting; 540.43% of the minority shareholders opposed the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 2. The proposal on changing the business scope of the company was deliberated and adopted
Voting: 210333422 shares were approved, accounting for 99.6895% of the shares held by all shareholders attending the meeting; Against 544000 shares, accounting for 0.2578% of the shares held by all shareholders attending the meeting; 111100 shares abstained (including 111100 shares abstained by default due to non voting), accounting for 0.0527% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 66151040 shares were approved, accounting for 99.0194% of the shares held by minority shareholders attending the meeting; Against 544000 shares, accounting for 0.8143% of the shares held by minority shareholders attending the meeting; 111100 shares were abstained (including 111100 shares by default due to non voting), accounting for 0.1663% of the shares held by minority shareholders attending the meeting.
3. The proposal on Amending the articles of association was deliberated and adopted
Voting: 210333422 shares were approved, accounting for 99.6895% of the shares held by all shareholders attending the meeting; Against 544000 shares, accounting for 0.2578% of the shares held by all shareholders attending the meeting; 111100 shares abstained (including 111100 shares abstained by default due to non voting), accounting for 0.0527% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 66151040 shares were approved, accounting for 99.0194% of the shares held by minority shareholders attending the meeting; Against 544000 shares, accounting for 0.8143% of the shares held by minority shareholders attending the meeting; 111100 shares were abstained (including 111100 shares by default due to non voting), accounting for 0.1663% of the shares held by minority shareholders attending the meeting.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents and relevant provisions of the company’s current articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
This legal opinion is only used for the purpose of witnessing this shareholders’ meeting. The lawyer agrees to take this legal opinion as the necessary announcement document of the general meeting of shareholders, announce it together with other documents, and bear relevant legal liabilities according to law. This legal opinion is made in duplicate, one for the company and one for the exchange.
Hunan Qiyuan law firm
Person in charge: Ding Shaobo
Witness lawyer: Liu Yuankai, Xu TIANYAO February 18, 2022
