Chinese businessman Lin Lili (Qianhai) joint venture law firm
About Huafu Fashion Co.Ltd(002042)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Huafu Fashion Co.Ltd(002042)
Entrusted by Huafu Fashion Co.Ltd(002042) (hereinafter referred to as “the company”), Chinese businessman Lin Lili (Qianhai) associated law firm (hereinafter referred to as “the firm”) appointed its lawyers Zhou ziyue and Zhou Jiang to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with 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”), 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 relevant laws, regulations and normative documents, as well as the relevant provisions of the Huafu Fashion Co.Ltd(002042) articles of Association (hereinafter referred to as the “articles of association”) Present legal opinions on the qualifications, voting procedures and voting results of the participants at the meeting.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting and reviewed the announcement on the shareholders’ meeting, the qualifications of shareholders attending the shareholders’ meeting, the resolutions of the shareholders’ meeting and the minutes of the meeting.
The exchange agrees to take this legal opinion as a necessary document for the announcement of the general meeting of shareholders, and shall be responsible for the legal opinion issued according to law.
Our lawyer has reviewed all documents and facts related to this legal opinion, and hereby issued the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
The company held the first extraordinary meeting of the eighth board of directors in 2021 on December 24, 2021. The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to
The general meeting of shareholders will be held on Monday, October 14, 2021.
On December 25, 2021, the board of directors of the company published in the securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 was announced, specifying the meeting time, place, convener, attendees, equity registration date, convening method, deliberation items, meeting registration method, etc.
After verification, our lawyers believe that the qualification of the convener of the general meeting of shareholders is legal and valid; The convening procedure of this general meeting of shareholders complies with the provisions of laws, regulations, other normative documents and the articles of association.
(II) convening of the general meeting of shareholders
Online voting time of the general meeting of shareholders: January 10, 2022. Among them, the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 10, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 10, 2022.
The general meeting of shareholders was held as scheduled on January 10, 2022 in the conference room on the 59th floor of Changfu Jinmao building, No. 5, Shihua Road, Futian District, Shenzhen, Guangdong Province. The time and place of the meeting shall meet the requirements of the notice of the general meeting of shareholders.
After verification, our lawyers believe that the time, method and content of the company’s notice of the general meeting of shareholders and the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, regulations, other normative documents and the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
According to the notice and announcement of the general meeting of shareholders, the equity registration date of the general meeting of shareholders is January 5, 2022. As of the afternoon of January 5, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and shareholders can entrust agents to attend the meeting and vote, The proxy need not be a shareholder of the company.
According to the verification of our lawyers, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the market on the afternoon of January 5, 2022 checked the shareholders attending the on-site meeting of the general meeting of shareholders. There were 7 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 694154772 shares, Accounting for 40.8163% of the total voting shares of the company.
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, a total of 1 shareholder participated in the online voting of the general meeting of shareholders, representing 10644224 shares, accounting for 0.6259% of the total voting shares of the company.
A total of 8 shareholders participated in the shareholders’ meeting through on-site and network, with 704798996 shares owned and represented, accounting for 41.4422% of the total voting shares of the company.
The directors, supervisors, senior managers of the company and the witness lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of laws, regulations, other normative documents and the articles of association.
3、 Proposal on deliberation of the general meeting of shareholders
According to the verification of our lawyers, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on the proposal, in which the votes of minority shareholders, i.e. shareholders other than those who individually or jointly hold more than 5% of the shares of the company, were counted separately.
The proposals considered at the shareholders’ meeting are as follows:
1. Review the proposal on changing some investment projects with raised funds.
After verification, the proposals considered at the shareholders’ meeting are consistent with those listed in the notice and announcement of the meeting, and comply with the provisions of relevant laws, regulations, other normative documents and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
After verification by the lawyers of the firm and combined statistics of the on-site voting results and the effective voting results of online voting, the proposals included in the general meeting of shareholders were adopted. The specific proposals and voting are as follows. The specific voting results are as follows:
1. The proposal on changing some investment projects with raised funds was reviewed and 704798996 shares were agreed, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 12111234 shares, accounting for 100.0000% of the shares held by the minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The minutes of the meeting shall be signed by the chairman, the supervisor and the representatives of the company.
After verification, the voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the main qualifications of the participants, the voting procedures, the voting results and the resolutions of the company’s general meeting are in conformity with the company law and other laws, regulations, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by our lawyers.
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Person in charge of the unit: Handling lawyer:
Shu Wei Dongzhou ziyue
Zhou Jiang
specific date
