Beijing Guofeng law firm
About Hainan Haiyao Co.Ltd(000566)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0117
To: Hainan Haiyao Co.Ltd(000566)
Entrusted by your company, Beijing Guofeng law firm appointed lawyer Zhang long and lawyer Ren Li Jing to attend and witness the second extraordinary general meeting of shareholders of your company in 2022, In accordance with the company law of the people’s Republic of China (revised in 2018), the rules for the general meeting of shareholders of listed companies (revised in 2022), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as “relevant laws, regulations and normative documents”) and the Hainan Haiyao Co.Ltd(000566) articles of Association (hereinafter referred to as “the articles of association”) Issue legal opinions on the convening, convening procedures, qualifications of conveners and attendees, voting matters, voting procedures and voting results of the general meeting of shareholders.
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.
Our lawyers agree to announce this legal opinion as the relevant document of the general meeting of shareholders of your company, and bear corresponding responsibilities 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 responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors. The 22nd Meeting of the 10th board of directors of the company decided to convene this general meeting of shareholders.
2. On March 23, 2022, the company published the notice on convening the second extraordinary general meeting of shareholders in 2022 on the websites of “China Securities Network” and “cninfo”, announced the proposal submitted to the general meeting of shareholders for deliberation, and clearly stated the voting time and voting procedures of online voting.
3. On March 30, 2022, the company published the announcement on the addition of interim proposal for the second extraordinary general meeting of shareholders in 2022 and the supplementary notice on the convening of the second extraordinary general meeting of shareholders in 2022 on the websites of “China Securities Network” and “cninfo”, respectively, which supplemented and disclosed the additional interim proposal.
After verification, Hainan Huatong Industrial Co., Ltd., the controlling shareholder holding 22.89% of the company’s shares alone, proposed to the board of directors of the company on March 28, 2022 to add the interim proposal of the general meeting of shareholders “proposal on by election of non independent director candidates of the 10th board of directors of the company”. The date when Hainan Huatong Industrial Co., Ltd. submitted the interim proposal is 10 days from the date of the shareholders’ meeting.
Except for the time and place of holding the temporary shareholders’ meeting in 2022, the time and place of holding the temporary shareholders’ meeting will remain unchanged.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders shall be held at the time and place notified by the above meeting. According to the articles of association, “the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, it shall be presided over by the vice chairman. If the vice chairman is unable or fails to perform his duties, it shall be presided over by a director jointly elected by more than half of the directors.” The board of directors of the company received the written resignation application report submitted by Mr. Pan Dazhong, the former chairman of the company, on March 26, 2022, and the resignation report will take effect from the date it is delivered to the board of directors. Since Mr. Liu Xicheng, vice chairman of the company, was unable to attend the meeting to preside over the general meeting of shareholders, Mr. Zhao Yuexiang, director of the company, was jointly elected by more than half of the directors of the company to preside over the meeting.
The company also provides an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. Affected by the recent outbreak of pneumonia in New Coronavirus, the lawyers of this Institute carried out video testimony to this shareholders’ meeting in order to prevent the aggregation and centralization of personnel.
Our lawyers believe that the convener of this general meeting of shareholders complies with the provisions of relevant laws, regulations, normative documents and the articles of Association; The convening and convening procedures of the meeting shall comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the on-site meeting of the general meeting of shareholders
(I) one shareholder or shareholder agent (hereinafter referred to as “shareholder”) participated in the on-site meeting of the general meeting of shareholders (including attending the on-site meeting by video, the same below), representing 400660181 effective voting shares, accounting for 308826% of the total shares of the company.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and their agents attending the on-site meeting of the company’s general meeting, our lawyers believe that the shareholders attending the on-site meeting of the company’s general meeting have legal and effective qualifications and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
(II) according to the verification of our lawyers, in addition to the shareholders attending the on-site meeting of the company’s general meeting of shareholders, some directors, supervisors and senior managers of the company also attended the meeting, and the above-mentioned personnel have the legal qualification to attend the general meeting of shareholders.
The lawyers of the firm believe that the personnel attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting matters, procedures and results of the meeting
(I) the voting items of this general meeting of shareholders are:
1. Review the proposal on signing the financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd;
2. Review the proposal on the extension of accepting financial assistance from related parties;
3. Review the proposal on providing guarantee for holding subsidiaries;
4. Review the proposal on the guarantee provided by holding subsidiaries for listed companies;
5. Review the proposal on the proposed disposal of shares of trading financial assets;
6. Review the proposal on electing Zhou Yadong as a non employee representative supervisor of the 10th board of supervisors of the company; 7. Review the proposal on by election of candidates for non independent directors of the 10th board of directors of the company.
The deliberations of this general meeting of shareholders are consistent with those listed in the notice on convening the second extraordinary general meeting of shareholders in 2022 and the notice on adding interim proposal to the second extraordinary general meeting of shareholders in 2022 and supplementary notice on convening the second extraordinary general meeting of shareholders in 2022. The general meeting of shareholders did not modify the above proposal and did not deliberate and vote on the matters not listed in the above notice.
(II) voting procedure
The shareholders’ meeting adopts the combination of on-site voting and online voting. Among them, the on-site voting deliberated and voted on the proposals listed in the meeting announcement by open ballot.
The vote monitoring and counting were carried out in accordance with the provisions of the articles of association. The on-site meeting of the shareholders’ meeting announced the voting of the proposal on the spot.
(III) voting results
1. The proposal on signing the financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. was deliberated and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total decision 995954% 0.4043% 0.0003% 34905872141700100
situation
Small and medium-sized shares
East voting 34480500995904% 1417000.4093% 100 0.0003%
2. The proposal on the extension of accepting financial assistance from related parties was considered and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total resolution 995957% 0.4040% 0.0003% 34905972141 Tsinghua Tongfang Co.Ltd(600100)
Small and medium-sized stocks
East voting 34480 Yunnan Wenshan Electric Power Co.Ltd(600995) 907% 1416000.4090% 100 0.0003%
3. The proposal on providing guarantee for holding subsidiaries was deliberated and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total resolution 996688% 0.3312% 0.0000% 4342646531443100100
Small and medium-sized stocks
East voting 33179100958316% 14431004.1681% 100 0.0003%
4. The proposal on holding subsidiaries providing guarantees for listed companies was deliberated and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total decision 999675% 0.0325% 0.0000% 435566053141700100
Small and medium-sized stocks
East voting 34480500995904% 1417000.4093% 100 0.0003%
5. The proposal on the proposed disposal of shares of trading financial assets was deliberated and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total decision 999675% 0.0325% 0.0000% 435566153141 Tsinghua Tongfang Co.Ltd(600100)
Small and medium-sized stocks
East voting 34480 Yunnan Wenshan Electric Power Co.Ltd(600995) 907% 1416000.4090% 100 0.0003%
6. The proposal on electing Zhou Yadong as a non employee representative supervisor of the 10th board of supervisors of the company was reviewed and adopted. Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total decision 999675% 0.0313% 0.0013% 435566053136 Heren Health Co.Ltd(300550) 0
Small and medium-sized stocks
East voting 34480500995904% 1363000.3937% 5500 0.0159%
7. The proposal on by election of candidates for non independent directors of the 10th board of directors of the company was deliberated and adopted
Voting:
Agree against abstention
Number of votes (shares) proportion number of votes (shares) proportion number of votes (shares) proportion
Total decision 999675% 0.0325% 0.0000% 435566153141 Tsinghua Tongfang Co.Ltd(600100)
Small and medium-sized stocks
East voting 34480 Yunnan Wenshan Electric Power Co.Ltd(600995) 907% 1416000.4090% 100 0.0003%
The above proposals 1 and 2 involve related party transactions, and the related shareholders have avoided voting.
In accordance with relevant laws and regulations and the articles of association, the above-mentioned proposals are ordinary resolutions and have the right to vote after attending the general meeting of shareholders
