Legal opinion of Zhejiang Tiance law firm
T&C Law Firm
About Zhejiang Century Huatong Group Co.Ltd(002602)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Tcyjs2022h0226 to: Zhejiang Century Huatong Group Co.Ltd(002602)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and other relevant normative documents of the China Securities Regulatory Commission, Entrusted by Zhejiang Century Huatong Group Co.Ltd(002602) (hereinafter referred to as Zhejiang Century Huatong Group Co.Ltd(002602) “or” the company “), Zhejiang Tiance law firm (hereinafter referred to as” the firm “) appoints its lawyers to attend the first extraordinary general meeting of shareholders in Zhejiang Century Huatong Group Co.Ltd(002602) 2022 and issues this legal opinion.
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 Zhejiang Century Huatong Group Co.Ltd(002602) this shareholders’ meeting.
In accordance with the requirements of the securities law, the company law, the rules of the shareholders’ meeting and other laws and regulations and other normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers conducted necessary verification and verification on the relevant matters and relevant documents involved in Zhejiang Century Huatong Group Co.Ltd(002602) this shareholders’ meeting, and attended this shareholders’ meeting, The legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) upon the verification of the lawyers of the firm, the general meeting of shareholders was proposed and convened by the board of directors. According to the notice of Zhejiang Century Huatong Group Co.Ltd(002602) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the notice of the meeting”) issued by the board of directors on February 12, 2022, the board of directors of the company has notified all shareholders in the form of announcement 15 days before the convening of the general meeting. According to the agenda of the conference, the proposals submitted to the conference for consideration are:
1. Review the plan on repurchase of company shares item by item
1.1. Purpose and purpose of share repurchase
Legal opinion of Zhejiang Tiance law firm
1.2. Ways of repurchasing shares
1.3. Price or price range and pricing principle of repurchased shares
1.4. Total amount and source of funds for share repurchase
1.5. Type, quantity and proportion of repurchased shares in total share capital
1.6. Implementation period of share repurchase
2. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the share repurchase
(II) the board of directors of the company has listed the time, place, equity registration date and proposals submitted to the meeting in the meeting notice.
(III) the on-site meeting of the conference was held at 14:30 p.m. on March 1, 2022 in the conference room on the 11th floor of Building 1, No. 58 Haiqu Road, Pudong New Area, Shanghai.
(IV) the shareholders’ meeting adopts a combination of on-site voting and online voting. The online voting time through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 1, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on March 1 to 3:00 p.m. on March 1, 2022.
(V) the equity registration date of this meeting is February 24, 2022.
After verification, our lawyers believe that the shareholders’ meeting is held in accordance with the time, place, method and procedure of the announcement, which is in line with the provisions of laws and regulations and the articles of association.
2、 Qualification of personnel attending the on-site meeting of the general meeting of shareholders
According to the inspection of our lawyers, there are 7 shareholders and their proxies attending and voting at the on-site meeting of the general meeting of shareholders, holding 1298003717 shares in total, accounting for 17.65% of the total number of Zhejiang Century Huatong Group Co.Ltd(002602) voting shares. According to the relevant provisions of laws, regulations and the articles of association, the above shareholders and agents have the right to review and vote on the proposals of the general meeting.
Other personnel attending the on-site meeting of the general meeting of shareholders are directors, supervisors, senior managers and witness lawyers hired by the company.
After verification, our lawyers believe that the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders meet the provisions of relevant laws, regulations and the articles of association, which are legal and effective.
Legal opinion of Zhejiang Tiance law firm
3、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting voted item by item on the proposals listed in the meeting notice by open ballot, and counted and monitored the votes in accordance with the procedures specified in relevant laws and regulations and the articles of association.
After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. will provide the statistics of the total number of online voting.
The voting results of on-site voting and online voting were combined and counted at this shareholders’ meeting. Among them, the voting results of online voting are summarized and counted by Shenzhen Securities Information Co., Ltd., which is responsible for its authenticity.
After verification by the lawyers of the exchange, the proposal submitted to the general meeting of shareholders for deliberation has been voted by the shareholders attending the meeting. Among them, proposal 1 is a special resolution, which has been passed by more than two-thirds of the voting rights held by the shareholders attending the meeting. At the same time, the company will count the votes of small and medium-sized investors separately. The meeting did not vote on matters not listed in the meeting notice, and the minutes and resolutions of the meeting were signed by the directors of the company attending the meeting.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of the on-site meeting participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and are legal and effective.
This legal opinion is issued on March 1, 2022.
This legal opinion is made in two originals without copies.
Legal opinion of Zhejiang Tiance law firm
There is no text on this page, which is the signature page of the legal opinion on the first extraordinary general meeting of shareholders in Zhejiang Century Huatong Group Co.Ltd(002602) 2022 No. tcyjs2022h0226 of Zhejiang Tiance law firm. T&C Law Firm
person in charge:
Zhang Jingzhong
Attorney in charge:
Ren Sui
Attorney in charge:
Fei Junjie
