Zhejiang Liuhe Law Firm
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Legal opinion of the first extraordinary general meeting of shareholders in 2022
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Zhejiang Liuhe Law Firm
About Zhejiang Huamei Holding Co.Ltd(000607)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Zhe Liu He FA Yi (2022) No. 0151 to: Zhejiang Huamei Holding Co.Ltd(000607)
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 and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) of China Securities Regulatory Commission, Zhejiang Liuhe law firm (hereinafter referred to as the exchange) accepts the entrustment of Zhejiang Huamei Holding Co.Ltd(000607) (hereinafter referred to as the company), Appoint lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) and witness relevant matters.
In order to issue this legal opinion, our lawyers review the articles of association provided by the company, the resolutions and announcement documents made by the board of directors of the company for convening this general meeting of shareholders, the meeting documents of this general meeting of shareholders, the identity certificates of shareholders and shareholders’ representatives attending the meeting and other necessary documents and materials, and carry out necessary verification and verification.
The company guarantees and promises to the exchange that all documents and materials provided to the exchange, including but not limited to original written materials, copy materials or electronic materials, oral testimony, etc., are true, accurate, complete and effective, and all facts have been disclosed to the exchange without any concealment, omission, falsehood or misleading; All copies and electronic documents are consistent with the original, and all copies are consistent with the original; The signatures and seals on all documents and materials are authentic, and all materials required for issuing this legal opinion have been provided to the exchange.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this 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, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals. This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
The exchange agrees to announce this legal opinion as a necessary document of the general meeting of shareholders, and shall be responsible for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issued the following legal opinions on the matters related to the shareholders’ meeting:
(I) convening of the general meeting of shareholders
On January 28, 2022, the company held the sixth meeting of the 10th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On January 29, 2022, the board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the CSRC.
The above announcement explains the time, place, deliberation items, participants, registration methods and other matters of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
This general meeting of shareholders adopts the combination of on-site voting and online voting.
1. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Friday, February 18, 2022 in the conference room on the 24th floor, building 7, Wanhe international, No. 1929, Shixin North Road, Xiaoshan District, Hangzhou. The on-site meeting was presided over by Mr. Dong Yue, chairman of the company.
2. The online voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is the trading time on February 18, 2022, i.e. any time between 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 18, 2022.
The shareholders and their proxies participating in the on-site meeting and online voting shall review the matters listed in the above announcement, exercise their voting rights by means of on-site voting and online voting, and complete all the agenda listed in the announcement.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws and regulations, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
According to the notice of this general meeting of shareholders, as of the afternoon of February 11, 2022, all shareholders or their agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend this general meeting of shareholders.
According to the verification of our lawyers, 16 shareholders and shareholders’ agents participated in the general meeting, representing 602494929 shares, accounting for 59.2017% of the total shares of the company.
1. A total of 11 shareholders and shareholders’ agents attended the on-site meeting, representing 600906836 shares, accounting for 59.0457% of the total shares of the company;
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., there are 5 shareholders who effectively vote through the online voting system within the specified time of online voting, representing 1588093 shares, accounting for 0.1560% of the total shares of the company.
In addition to the above shareholders and shareholders’ agents, the personnel attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers and lawyers of the firm.
Our lawyers believe that the qualifications of the attendees of the general meeting of shareholders meet the provisions of laws, administrative regulations, normative documents and the articles of association.
(II) qualification of convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the 10th board of directors of the company, which meets the convener qualification specified in laws, administrative regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the qualifications of the above personnel attending the general meeting of shareholders and the qualifications of the convener are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated each proposal item by item by means of written open ballot and online voting, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly monitored and counted the on-site voting in accordance with the provisions of the rules of the shareholders’ meeting.
The voting results of this shareholders’ meeting are as follows:
1. Proposal on prediction of daily connected transactions in 2022
71434446 shares were approved, accounting for 97.8983% of the valid voting shares held by all shareholders attending the meeting; Against 1533593 shares, accounting for 2.1017% of the valid voting 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 valid voting shares held by all shareholders attending the meeting. Affiliated shareholders Hangzhou Daily Newspaper Group Co., Ltd., city express and Zhang Jianqiu avoided voting.
Total voting of minority shareholders:
Approved 723000 shares, accounting for 32.0395% of the valid voting shares held by minority shareholders attending the meeting; 1533593 opposed shares, accounting for 67.9605% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was deliberated and passed.
2. Proposal on providing guarantee for sun Fengsheng media
Agree to 600961336 shares, accounting for 99.7455% of the valid voting shares held by all shareholders attending the meeting; Against 1533593 shares, accounting for 0.2545% of the valid voting 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 valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Approved 723000 shares, accounting for 32.0395% of the valid voting shares held by minority shareholders attending the meeting; 1533593 opposed shares, accounting for 67.9605% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was deliberated and passed.
3. Proposal on electing Fu Qiang as the non employee representative supervisor of the company
Agree to 600961336 shares, accounting for 99.7455% of the valid voting shares held by all shareholders attending the meeting; Against 1533593 shares, accounting for 0.2545% of the valid voting 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 valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Approved 723000 shares, accounting for 32.0395% of the valid voting shares held by minority shareholders attending the meeting; 1533593 opposed shares, accounting for 67.9605% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was deliberated and passed.
In conclusion, our lawyers believe that the voting procedures and results of the shareholders’ meeting on the proposal comply with the provisions of the rules of shareholders’ meeting and the articles of association, and are legal and effective.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, voting procedures, voting results and other related matters 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, and are legal and effective.
This legal opinion is made in one original without a copy. It will come into force after being sealed by the office and signed by the handling lawyer. (there is no text below, followed by the signature page)
(there is no text on this page, which is the signature and seal page of the legal opinion of Zhejiang Liuhe law firm on Zhejiang Huamei Holding Co.Ltd(000607) shareholders’ meeting.)
Zhejiang Liuhe Law Firm
Person in charge: Handling lawyer: Zheng Jindu, Chen Qiyi
Chen Kejie
Hu mianqiu
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