Anhui Chengyi law firm
About Changhong Meiling Co.Ltd(000521)
Legal opinion on convening the fourth extraordinary general meeting of shareholders in 2021
Cheng Yi Zheng Zi [2021] No. 00324 to: Changhong Meiling Co.Ltd(000521)
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 other laws and regulations and other normative documents, Entrusted by Changhong Meiling Co.Ltd(000521) (hereinafter referred to as ” Changhong Meiling Co.Ltd(000521) “), Anhui Chengyi law firm appointed lawyers Hu Guojie and Zheng Shuo (hereinafter referred to as “the lawyer”) to issue legal opinions on Changhong Meiling Co.Ltd(000521) convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”).
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening
After verification, the shareholders’ meeting was convened by the Changhong Meiling Co.Ltd(000521) 10th board of directors. The notice of the meeting was published on the securities times, China Securities News, Hong Kong business daily, cninfo.com and the website of Shenzhen Stock Exchange on December 7, 2021 and December 13, 2021. The general meeting of shareholders has been held as scheduled according to the requirements of the announcement. The qualification of the convener and the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
2、 Qualifications of attendees of the general meeting of shareholders
After verification, there are 30 Changhong Meiling Co.Ltd(000521) shareholders and authorized representatives attending the general meeting, holding Changhong Meiling Co.Ltd(000521) 328513745 shares, all of which are Changhong Meiling Co.Ltd(000521) shareholders registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of December 15, 2021. Changhong Meiling Co.Ltd(000521) some directors, supervisors, senior managers and the lawyer also attended the shareholders’ meeting. The qualification of the personnel attending the general meeting of shareholders shall comply with the provisions of laws, regulations, normative documents and the articles of association.
3、 Proposal of this shareholders’ meeting
The proposals considered at this shareholders’ meeting are: 1. On Revision
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Proposal on some clauses; 2. About Amending the company
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Proposal on some clauses; 3、 Proposal on estimated daily connected transactions in 2022 (to be voted item by item) [3.1 estimated daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd. and its holding subsidiaries (excluding Sichuan Changhong Electric Co.Ltd(600839) ); 3.2 estimated daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) and its holding subsidiaries (excluding Changhong Huayi Compressor Co.Ltd(000404) ); 3.3 estimated daily connected transactions with Changhong Huayi Compressor Co.Ltd(000404) And its holding subsidiaries]; 4. Proposal on continuous connected transactions between the company and its subsidiaries and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. in 2022; 5. Proposal on determining the credit guarantee limit provided by the company to its wholly-owned and holding subsidiaries in 2022; 6. Proposal on the company using its own idle funds to invest in financial products; 7. Proposal on the development of asset pool business by the company and its subsidiaries; 8. Proposal on the company’s application to Hua Xia Bank Co.Limited(600015) Hefei Branch for a special credit line for the bill pool of up to RMB 500 million; 9. Proposal on the company’s application to Bank Of Hangzhou Co.Ltd(600926) Hefei Branch for a special credit line for the bill pool of up to RMB 600 million; 10. Proposal on the company’s application to Bank Of Communications Co.Ltd(601328) Anhui Branch for a special credit line for the bill pool of up to RMB 1 billion; 11. Proposal on by election of non independent directors of the 10th board of directors of the company. The above proposals were put forward by Changhong Meiling Co.Ltd(000521) the 10th board of directors. The above-mentioned proposals 1-7 were announced on December 7, 2021, the above-mentioned proposals 8-10 were announced on October 20, 2021, the 11th proposal was an interim proposal, and the interim proposal considered at this shareholders’ meeting was the proposal on by election of non independent directors of the 10th board of directors of the company, It was announced on December 13, 2021. The qualification of the proposer of this shareholders’ meeting and the procedures for proposing the proposal comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the proposals submitted to the general meeting of shareholders for deliberation by combining on-site voting and online voting in accordance with the voting procedures specified in the rules for general meetings of shareholders of listed companies and the articles of association. Among them, Proposal on estimated daily connected transactions in 2022 (to be voted item by item) [estimated daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd. and its holding subsidiaries (excluding Sichuan Changhong Electric Co.Ltd(600839) ); estimated daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) and its holding subsidiaries (excluding Changhong Huayi Compressor Co.Ltd(000404) ); estimated daily connected transactions with Changhong Huayi Compressor Co.Ltd(000404) and its holding subsidiaries] . the proposal on the expected continuous connected transactions between the company and its subsidiaries and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. in 2022 belongs to connected transactions, and the connected shareholders of the proposal avoid voting. Two shareholder representatives, one supervisor and the lawyer counted and counted the votes of the on-site meeting and announced the voting results on the spot. The shareholders and shareholder representatives attending the on-site meeting did not raise any objection. The online voting results are provided by Shenzhen Securities Information Co., Ltd. based on the voting results of on-site voting and online voting, the deliberation results of the general meeting of shareholders are as follows: after more than 2 / 3 of the voting rights held by shareholders and shareholder agents participating in the voting are adopted, the above 1 and 2 proposals are adopted by special resolution at the meeting; With the approval of more than half of the voting rights held by the shareholders and their proxies, the above 3-11 proposals were adopted by ordinary resolution at this meeting.
1. To consider and adopt the revised
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Proposal on some clauses
Total voting: 32703245 shares were approved, accounting for 99.5493% of the total valid voting shares attending the general meeting, 1426300 shares were opposed, accounting for 0.4342% of the total valid voting shares attending the general meeting, and 54200 shares were abstained, accounting for 0.0165% of the total valid voting shares attending the general meeting.
Among them, the voting of minority shareholders: 48091906 shares agreed, accounting for 97.0135% of the total number of valid voting minority shareholders attending the general meeting, 1426300 shares opposed, accounting for 2.8772% of the total number of valid voting minority shareholders attending the general meeting, 54200 shares abstained, accounting for 0.1093% of the total number of valid voting minority shareholders attending the general meeting.
Voting of A-share shareholders: 298265555 shares were approved, accounting for 99.5067% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Against 1424300 shares, accounting for 0.4752% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; 54200 shares were abstained, accounting for 0.0181% of the shares held by A-share shareholders with effective voting rights attending the general meeting. Voting of B-share shareholders: 28767690 shares were approved, accounting for 99.9930% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Against 2000 shares, accounting for 0.0070% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders.
2. Deliberated and adopted the amendment of the
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General voting of the proposal on some terms: 32703245 shares were approved, accounting for 99.5493% of the total valid voting shares attending the shareholders’ meeting, 1426300 shares were opposed, accounting for 0.4342% of the total valid voting shares attending the shareholders’ meeting, and 54200 shares were abstained, accounting for 0.0165% of the total valid voting shares attending the shareholders’ meeting.
Among them, the voting of minority shareholders: 48091906 shares agreed, accounting for 97.0135% of the total number of valid voting minority shareholders attending the general meeting, 1426300 shares opposed, accounting for 2.8772% of the total number of valid voting minority shareholders attending the general meeting, 54200 shares abstained, accounting for 0.1093% of the total number of valid voting minority shareholders attending the general meeting.
Voting of A-share shareholders: 298265555 shares were approved, accounting for 99.5067% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Against 1424300 shares, accounting for 0.4752% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; 54200 shares were abstained, accounting for 0.0181% of the shares held by A-share shareholders with effective voting rights attending the general meeting.
Voting of B-share shareholders: 28767690 shares were approved, accounting for 99.9930% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Against 2000 shares, accounting for 0.0070% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders.
3. Deliberated and adopted the proposal on daily connected transactions expected in 2022
The proposal is a related party transaction, and the related shareholders Sichuan Changhong Electric Co.Ltd(600839) and Changhong (Hong Kong) Trading Co., Ltd. avoided voting when considering the matter.
3.1 deliberation and approval of the daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd. and its holding subsidiaries (excluding Sichuan Changhong Electric Co.Ltd(600839) )
Total voting: 50981424 shares were approved, accounting for 97.2785% of the total valid voting shares attending the shareholders’ meeting, 1426300 shares were opposed, accounting for 2.7215% of the total valid voting shares attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total valid voting shares attending the shareholders’ meeting.
Among them, the voting of minority shareholders: 48146106 shares were agreed, accounting for 97.1228% of the total number of valid voting minority shareholders attending the general meeting, 1426300 shares were opposed, accounting for 2.8772% of the total number of valid voting minority shareholders attending the general meeting, and 0 shares were abstained, accounting for 0% of the total number of valid voting minority shareholders attending the general meeting.
Voting of A-share shareholders: 49291531 shares were approved, accounting for 97.1916% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Against 1424300 shares, accounting for 2.8084% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders.
Voting of B-share shareholders: 1689893 shares were approved, accounting for 99.8818% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Against 2000 shares, accounting for 0.1182% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders.
3.2 deliberation and approval of the daily connected transactions with Sichuan Changhong Electric Co.Ltd(600839) and its holding subsidiaries (excluding Changhong Huayi Compressor Co.Ltd(000404) )
Total voting: 50981424 shares were approved, accounting for 97.2785% of the total valid voting shares attending the shareholders’ meeting, 1426300 shares were opposed, accounting for 2.7215% of the total valid voting shares attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total valid voting shares attending the shareholders’ meeting.
Among them, the voting of minority shareholders: 48146106 shares were agreed, accounting for 97.1228% of the total number of valid voting minority shareholders attending the general meeting, 1426300 shares were opposed, accounting for 2.8772% of the total number of valid voting minority shareholders attending the general meeting, and 0 shares were abstained, accounting for 0% of the total number of valid voting minority shareholders attending the general meeting.
Voting of A-share shareholders: 49291531 shares were approved, accounting for 97.1916% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Against 1424300 shares, accounting for 2.8084% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by A-share shareholders with effective voting rights attending the general meeting of shareholders.
Voting of B-share shareholders: 1689893 shares were approved, accounting for 99.8818% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Against 2000 shares, accounting for 0.1182% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the shares held by B-share shareholders with effective voting rights attending the general meeting of shareholders.
3.3 deliberation and approval of the plan on daily connected transactions with Changhong Huayi Compressor Co.Ltd(000404) and its holding subsidiaries
Total voting: 50983424 shares were approved, accounting for 97.2823% of the total valid voting shares attending the shareholders’ meeting, 1424300 shares were opposed, accounting for 2.7177% of the total valid voting shares attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total valid voting shares attending the shareholders’ meeting.
Among them, the voting of minority shareholders: 48148106 shares were agreed, accounting for 97.1268% of the total number of valid voting shares of minority shareholders attending the general meeting of shareholders, and 1424300 shares were opposed,
