Beijing Hairun Tianrui law firm
About Hunan Mendale Hometextile Co.Ltd(002397)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Hunan Mendale Hometextile Co.Ltd(002397)
Entrusted by Hunan Mendale Hometextile Co.Ltd(002397) (hereinafter referred to as the company), Beijing Hairun Tianrui law firm (hereinafter referred to as the firm) appointed lawyers Li Qiang and sun Jingjing to attend the first extraordinary general meeting of the company in 2022 and witness the meeting.
In accordance with 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 and regulations, normative documents and the relevant provisions of the articles of association, the lawyers of the firm discussed the convening, convening procedures, qualifications of conveners, qualifications of participants This legal opinion is issued on matters such as voting methods, voting procedures and voting results. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
The company has guaranteed and promised that the documents and statements and explanations provided by the company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders' meeting and the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this shareholders' meeting and shall not be used by anyone for any other purpose. The exchange agrees that the company can take this legal opinion as the announcement material of the company's general meeting of shareholders and disclose it to the public together with other information to be announced. The exchange shall be responsible for the legal opinion issued in accordance with the 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 responsibility in the lawyer industry, our lawyers express the following opinions:
1、 Convening and convening procedures of this general meeting of shareholders
After examination by our lawyers, the notice of the board of directors of the company on convening this general meeting of shareholders was published in Securities Daily, securities times and cninfo on February 23, 2022.
The general meeting of shareholders is held by combining on-site voting and online voting. Among them, the on-site meeting of the general meeting of shareholders was held at 3:00 p.m. on March 11, 2022 in the comprehensive conference room on the third floor, No. 168 Guyuan Road, Lugu industrial base, Changsha high tech Industrial Development Zone, Hunan Province;
The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 1:00-3:00 p.m. on Friday, March 11, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on Friday, March 11, 2022.
The time, place and topic of the shareholders' meeting are consistent with those listed in the notice of convening the shareholders' meeting.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. According to the company's shareholder ID card, shareholder account card and other materials attending the on-site meeting of the general meeting of shareholders, 11 shareholders attended the on-site meeting of the general meeting of shareholders, representing 289307814 shares with voting rights, accounting for 38.27% of the total shares of the company.
After verification by our lawyers, all shareholders attending the on-site meeting of the general meeting of shareholders have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. A total of 1 shareholder participated in the online voting of the general meeting of shareholders, representing 200 shares with voting rights, accounting for 0.00% of the total shares of the company.
The convener of this shareholders' meeting is the board of directors of the company. The qualification of the convener meets the provisions of the company law, the rules of shareholders' meeting and the articles of association. The qualification of the convener is legal and valid.
3、 Voting procedures and results of this 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 means of on-site written open ballot and online voting in accordance with the voting procedures specified in the rules of the general meeting of shareholders of listed companies and the articles of association. The company monitors votes in accordance with the procedures specified in the articles of association. The voting results are as follows:
1. Deliberating the proposal of the joint stock company to provide guarantee for the holding subsidiary's application for comprehensive bank credit extension
Voting results: 289308014 votes were agreed, accounting for 100.00% of the total voting shares participating in the meeting; The negative vote is 0, accounting for 0.00% of the total voting shares participating in the meeting; The abstention vote is 0, accounting for 0.00% of the total voting shares participating in the meeting.
Among them, the voting of small and medium-sized investors is: 762954 votes, accounting for 100.00% of the valid voting shares of small and medium-sized investors attending the meeting; No negative vote, accounting for 0.00% of the valid voting shares of small and medium-sized investors attending the meeting; 0 abstention, accounting for 0.00% of the valid voting shares of small and medium-sized investors attending the meeting.
Voting result: adopted
2. Deliberation on the proposal of joint stock company applying for comprehensive bank credit line in 2022
Voting results: 289308014 votes were agreed, accounting for 100.00% of the total voting shares participating in the meeting; The negative vote is 0, accounting for 0.00% of the total voting shares participating in the meeting; The abstention vote is 0, accounting for 0.00% of the total voting shares participating in the meeting.
Among them, the voting of small and medium-sized investors is: 762954 votes, accounting for 100.00% of the valid voting shares of small and medium-sized investors attending the meeting; No negative vote, accounting for 0.00% of the valid voting shares of small and medium-sized investors attending the meeting; 0 abstention, accounting for 0.00% of the valid voting shares of small and medium-sized investors attending the meeting.
Voting result: adopted
The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association. The number of votes deliberated and passed at the shareholders' meeting is in line with the provisions of the articles of association, and the voting results are legal and valid.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners, the voting methods, voting procedures and voting results of the general meeting of shareholders comply with the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and relevant provisions of the articles of association. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Hairun Tianrui law firm on the first extraordinary general meeting of shareholders in Hunan Mendale Hometextile Co.Ltd(002397) 2022)
Beijing Hairun Tianrui law firm (seal) witness lawyer: (signature)
Person in charge: (signature) Li Qiang:
Yan kebing: Sun Jingjing:
March 11, 2022
