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Legal opinion on the first extraordinary general meeting of shareholders in Gree Electric Appliances Inc.Of Zhuhai(000651) 2022
(2022) Yue fan FA FA Zi No. 2 to: Gree Electric Appliances Inc.Of Zhuhai(000651)
According to 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 (hereinafter referred to as the "Securities Law") and other laws, regulations and normative documents, Guangdong Feifan law firm (hereinafter referred to as the "firm") accepts the entrustment of Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as the " Gree Electric Appliances Inc.Of Zhuhai(000651) " or the "company"), Appoint our lawyers Shao Changfu and Wang Zhenxing to attend the first extraordinary general meeting of shareholders in Gree Electric Appliances Inc.Of Zhuhai(000651) 2022 (hereinafter referred to as the "meeting") held by Gree Electric Appliances Inc.Of Zhuhai(000651) on February 28, 2022, and in accordance with the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the "rules of the general meeting of shareholders") and the articles of association of Gree Electric Appliances Inc.Of Zhuhai(000651) held by Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as the "articles of association"), Reviewed and witnessed the legality of Gree Electric Appliances Inc.Of Zhuhai(000651) this meeting's convening, convening procedures, qualification of attendees, voting procedures, voting results and other matters.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
Our lawyers agree to announce this legal opinion together with the resolution of this meeting, and bear corresponding legal liabilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, the lawyers of the firm issued the following legal opinions: I. the convening and convening procedures of this meeting
The 31st meeting of the 11th board of directors held on January 24, 2022 deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on February 28, 2022. On January 25, 2022, the company published Gree Electric Appliances Inc.Of Zhuhai(000651) the notice on convening the first extraordinary general meeting of shareholders in 2022 in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com. The notice lists the time, place, method, deliberation items, voting method, participation method, online voting operation process, contact person and contact information of the general meeting of shareholders.
The general meeting of shareholders mentioned in the above notice was held as scheduled in the company's conference room at 15:00 p.m. on February 28, 2022. The time, place and other matters are consistent with the contents of the company's announcement.
The shareholders' meeting adopts the combination of on-site voting and online voting. The online voting time through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on February 28, 2022. The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 ~ 15:00 on February 28, 2022.
Our lawyers believe that the convening and convening procedures 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.
2、 On the qualifications of the convener of this meeting and the personnel attending the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. According to 30 entrusted agents of shareholders attending the on-site meeting, 1730636922 representative shares, accounting for 312577% of the total voting shares of the company. In addition to the above shareholders, other persons attending the meeting are directors, supervisors, other senior managers, Secretary of the board of directors, candidate directors, candidate supervisors and lawyers of the exchange.
Witnessed by our lawyers, the convener of this meeting and the above-mentioned persons attending this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and valid. According to the data provided by Shenzhen Securities Information Co., Ltd., 4618 shareholders voted through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 694953898 shares, accounting for 125518% of the total voting shares of listed companies. 3、 Proposals considered at this meeting
The proposals considered at this meeting are as follows:
Proposal I. shareholder return plan for the next three years (20222024)
Proposal II. Proposal on general election of the board of directors and nomination of non independent directors
2.01 elect Dong Mingzhu as a non independent director of the 12th board of directors of the company;
2.02 elect Zhang Wei as a non independent director of the 12th board of directors of the company;
2.03 elect Deng Xiaobo as a non independent director of the 12th board of directors of the company;
2.04 elect Zhang Jundu as a non independent director of the 12th board of directors of the company;
2.05 elect Guo shuzhan as a non independent director of the 12th board of directors of the company.
Proposal III. proposal on the general election of the board of directors and the nomination of independent directors
3.01 elect Liu Shuwei as an independent director of the 12th board of directors of the company;
3.02 elect Wang Xiaohua as an independent director of the 12th board of directors of the company;
3.03 elect Xing Ziwen as an independent director of the 12th board of directors of the company;
3.04 elect Zhang Qiusheng as an independent director of the 12th board of directors of the company.
Proposal 4. Proposal on the election of the board of supervisors and the nomination of non employee representative supervisors 4.01 elect Cheng Min as the non employee representative supervisor of the 12th board of supervisors of the company;
4.02 Duan Xiufeng was elected as the non employee representative supervisor of the 12th board of supervisors of the company.
Proposal v. proposal on cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP
Proposal VI. proposal on cancellation of remaining shares after subscription of phase I ESOP
Proposal 7. Proposal on Canceling Part of the shares repurchased in the third phase, and the remaining shares are still used in the employee stock ownership plan
Proposal VIII: 2021 interim profit distribution plan
The above proposals 1 to 7 are the proposals announced in the notice on convening the first extraordinary general meeting of shareholders in 2022 on January 25, 2022, Proposal 8 is the interim proposal proposed in the letter on increasing the interim proposal of the first extraordinary general meeting of shareholders in Gree Electric Appliances Inc.Of Zhuhai(000651) 2022 submitted by Zhuhai Gree Group Co., Ltd., a shareholder holding more than 3% of the company, on February 14, 2022.
After verification by our lawyers, the main qualification of the proposer, the content of the proposal and the submission procedure of the above temporary proposal are in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Witnessed by our lawyers, except for the above-mentioned proposals that have been announced, no new proposals have been proposed or considered at this shareholders' meeting.
Verified by the lawyers of the firm, the proposals considered at this meeting are consistent with those listed in the notice on convening the first extraordinary general meeting of shareholders in 2022, comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective.
4、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The general meeting of shareholders voted on the above proposals by open ballot, and counted and supervised the votes according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. According to the online voting data of this meeting provided by Shenzhen Securities Information Co., Ltd., the company consolidated and counted the voting results of on-site voting and online voting, and announced the voting results on the spot.
Title of the proposal: number of affirmative votes proportion of affirmative votes
Proposal I. shareholder return plan for the next three years (2022)
2419905632 (997656% - 2024) proposal II. On general election and nomination of the board of directors
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Proposal on non independent directors 2.01 elect Dong Mingzhu as a non independent director of the 12th board of directors 275084261134076%;
2.02 elect Zhang Wei as 2182837550899920% non independent directors of the 12th board of directors of the company; 2.03 elect Deng Xiaobo as the 12th director of the company
2226357925917862% non independent directors of the board of directors; 2.04 elect Zhang Jundu as the 12th director of the company
2037086418839831% non independent directors of the board of directors; 2.05 elect Guo shuzhan as the 12th director of the company
2101627502866439% of the board of directors are non independent directors. Proposal III. general election and nomination of the board of directors
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Proposal on independent directors 3.01 elect Liu Shuwei as an independent director of the 12th board of directors 24322155671 Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) %;
3.02 elect Wang Xiaohua as an independent director of the 12th board of directors 2366900810975804% of the company;
3.03 elect Xing Ziwen as the 12th director of the company 2269570640
935677% of the independent directors of the board of directors; 3.04 elect Zhang Qiusheng as the 12th director of the company
2294302652945874% of the board of independent directors. Proposal IV. general election and nomination of the board of supervisors
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Proposal of non employee representative supervisors
4.01 elect Cheng Min as the non employee representative supervisor of 23722572114978142% of the 12th board of supervisors of the company; 4.02 Duan Xiufeng was elected as the 12th supervisor of the company
2224365168917041% non employee representative supervisors. Proposal v. proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for the ESOP by 24206232332997952% proposal VI. proposal on the cancellation of the remaining shares after the first phase of ESOP 2420624432997952% subscription proposal VII Proposal 8 of the proposal on cancelling part of the shares repurchased in the third phase and the remaining shares are still used in the employee stock ownership plan 2419192732997362% and 2418218332996961% of the 2021 interim profit distribution plan
(II) voting results of this meeting
The above proposals were passed by more than 1 / 2 of the effective voting rights held by the shareholders attending the general meeting of shareholders, of which proposals V, VI and VII are special resolution proposals, which were passed by more than 2 / 3 of the effective voting rights held by the shareholders at the general meeting of shareholders. Our lawyers believe that the voting procedures and results of this meeting comply with the provisions of the rules of the general meeting of shareholders and the articles of association.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022, the qualifications of the participants, the voting procedures and voting results of the meeting are in line with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
(no text below)
(this page is the signature page of the legal opinion on the first extraordinary general meeting of shareholders in Gree Electric Appliances Inc.Of Zhuhai(000651) 2022 issued by Guangdong Feifan law firm)
Person in charge of Guangdong Feifan law firm: Shao Changfu handling lawyer: Shao Changfu
