Zhejiang Tiance law firm about China Zheshang Bank Co.Ltd(601916)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
No. [tcyjs2022h0199] to: China Zheshang Bank Co.Ltd(601916)
Zhejiang Tiance law firm (hereinafter referred to as “the firm”) has accepted the entrustment of China Zheshang Bank Co.Ltd(601916) (hereinafter referred to as “the company”) and appointed lawyers Liu Bin and Wu Bingge of the firm (hereinafter referred to as “the lawyer of the firm”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”). In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, and the articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the firm have carried out the procedures for convening and convening the general meeting of shareholders of the company, the qualifications of conveners, the qualifications of participants The legality and validity of the voting procedures and voting results have been examined, and this legal opinion has been issued.
This legal opinion is only for the purpose of this shareholders’ meeting. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of the company’s general meeting of shareholders.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting and conducted necessary verification and verification on the relevant matters and relevant documents involved in the shareholders’ meeting. Now they issue the following legal opinions:
1、 Convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the announcement on the resolution of the second extraordinary meeting of the China Zheshang Bank Co.Ltd(601916) sixth board of directors in 2022 published by the board of directors on relevant media and websites on January 26, 2022, this general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company has made a resolution on this, which is in line with the provisions of relevant laws, regulations and the articles of association.
According to the “Zhejiang Commercial Bank” published by the board of directors of the company on relevant media and websites on January 29, 2022
According to the information of the first extraordinary general meeting of shareholders in China Zheshang Bank Co.Ltd(601916) 2022 published on relevant media and websites on February 15, 2022, the board of directors of the company has notified all shareholders of the deliberation matters, meeting time, place, method, attendees and other matters of the general meeting of shareholders, and announced the meeting materials.
According to the inspection of our lawyers, the general meeting of shareholders was convened by the board of directors of the company, performed the relevant notice and announcement procedures, and complied with the provisions of relevant laws, regulations and the articles of association.
(II) convening of this general meeting of shareholders
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:30 on February 23, 2022 in the large conference room on the first floor of the head office China Zheshang Bank Co.Ltd(601916) at No. 288 Qingchun Road, Hangzhou, Zhejiang, China as scheduled. The meeting was presided over by director Zhang Rongsen (acting as chairman of the board). The general meeting of shareholders provided online voting to A-share shareholders through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the voting platform of the trading system 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 shareholders’ meeting. The actual time, place and method of the general meeting of shareholders are consistent with the time, place and method notified in the notice.
In conclusion, the convening and convening procedures of this general meeting of shareholders and the qualification of the convener comply with the provisions of relevant laws, regulations and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
According to the lawyer’s review of the relevant materials submitted by the personnel attending the shareholders’ meeting, the shareholders and shareholders’ agents attending the shareholders’ meeting are as follows:
A total of 71 shareholders and their proxies attended the shareholders’ meeting (including on-site attendance and online voting), representing 12070568111 voting shares, accounting for 69.330410% of the total voting shares of the company. Among them, there are 69 A-share shareholders and their proxies (including on-site attendance and online voting), representing 8069242551 voting shares, accounting for 46.347768% of the total voting shares of the company; There are two H-share shareholders and their proxies, representing 4001325560 voting shares, accounting for 22.982642% of the total voting shares of the company.
Among them, the qualification of A-share shareholders voting through the online voting system shall be certified by the trading system of Shanghai Stock Exchange; The qualification of H-share shareholders attending this general meeting shall be determined with the assistance of Hong Kong Central Securities Registration Co., Ltd.
(II) other personnel attending the meeting
Witnessed by our lawyers, in addition to shareholders and shareholders’ agents, the participants at the meeting also included some directors, supervisors, non directors and senior managers of the company, staff of Hong Kong Central Securities Registration Co., Ltd. and our lawyers.
In conclusion, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of relevant laws, regulations and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice item by item, and counted and monitored the votes in accordance with the procedures specified in relevant laws, regulations and the articles of association.
The shareholders’ meeting adopts the combination of on-site voting and online voting. The on-site meeting adopts open voting. Online voting means that shareholders exercise their voting rights during online voting time through the voting platform provided by the trading system of Shanghai Stock Exchange to all A-share shareholders. The number of online voting votes and on-site voting votes of this general meeting of shareholders are included in the total number of voting rights of this general meeting of shareholders.
The shareholders’ meeting voted on the following proposals one by one:
1. Proposal on electing Mr. Lu Jianqiang as China Zheshang Bank Co.Ltd(601916) director;
2. Remuneration management plan for China Zheshang Bank Co.Ltd(601916) directors and supervisors.
The above proposals are ordinary resolutions, which have been adopted by more than half of the voting shares held by the shareholders and their agents attending the meeting.
Our lawyers believe that the voting procedures of the above proposals comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Conclusion
The lawyers of the firm believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of laws, regulations and the articles of association, and the voting results adopted at the general meeting are legal and valid.
This legal opinion is made in three originals without copies.
