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Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Hunan hanjuncheng law firm
About Bank Of Changsha Co.Ltd(601577)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Bank Of Changsha Co.Ltd(601577)
Entrusted by Bank Of Changsha Co.Ltd(601577) (hereinafter referred to as “the company”), Hunan hanjuncheng law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), which discussed the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners The legality and validity of voting procedures and voting results shall be witnessed by on-site lawyers, and this legal opinion shall be issued.
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 current Chinese laws and regulations This legal opinion is issued in accordance with the relevant provisions of normative documents and the Bank Of Changsha Co.Ltd(601577) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue a legal opinion, our lawyer hereby declares as follows:
(I) based on the facts that have occurred or existed before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the legal opinion issued by our lawyer is based on the company’s commitment that the originals of all documents provided to our lawyers and the copies verified by our lawyers to be consistent with the originals are true, complete and reliable without concealment, falsehood or major omissions.
(III) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. In order to express this legal opinion, our lawyers have examined the following materials provided by the company according to law:
1. Published in newspapers designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Notice and other announcement matters related to the general meeting of shareholders;
2. Identity certificates, shareholding certificates, power of attorney, etc. of shareholders or their agents attending the meeting;
3. The register of shareholders of the company on the equity registration date of the shareholders’ meeting, the registration records of shareholders attending the on-site meeting and relevant materials;
4. Documents and voting materials of the general meeting of shareholders.
In view of this, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
The proposal on convening Bank Of Changsha Co.Ltd(601577) the first extraordinary general meeting in 2022 was deliberated and adopted at the 21st extraordinary meeting of the sixth board of directors on December 25, 2021. The board of directors of the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 25, 2021 Issued Bank Of Changsha Co.Ltd(601577) notice on convening the first extraordinary general meeting of shareholders in 2022. The announcement states that the company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Monday, January 10, 2022 in conference room 1908, block B Bank Of Changsha Co.Ltd(601577) head office, Kailin business center, 53 Binjiang Road, Yuelu District, Changsha City, Hunan Province.
The notice of the meeting specifies the time and place of the shareholders’ meeting, the matters to be considered at the meeting, the matters needing attention in voting at the shareholders’ meeting, the participants of the meeting, the registration method of the meeting, etc. the contents of the notice of the meeting comply with the relevant provisions of the articles of association.
(II) voting method
The shareholders’ meeting adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Monday, January 10, 2022 in conference room 1908, head office, block B, Kailin business center, No. 53 Binjiang Road, Yuelu District, Changsha City, Hunan Province.
After verification, the actual time and place of the meeting are consistent with the time and place announced in the notice of the general meeting of shareholders.
The online voting of the general meeting of shareholders is conducted through the online voting system of Shanghai Stock Exchange, which is 9:15-9:25, 9:30-11:30, 13:00-15:00 on January 10, 2022; The voting time of the Internet platform is February 15, 2029.
In conclusion, our lawyers believe that the procedures for convening and convening the general meeting of shareholders of the company comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Qualifications of shareholders, agents and conveners attending the general meeting of shareholders
（1） Shareholders and their proxies attending the general meeting of shareholders
According to the verification and inspection conducted by our lawyers between the shareholders attending the meeting and all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. as of December 31, 2021, there were 13 shareholders and shareholder agents attending the on-site meeting of the general meeting, representing 2492465399 shares, accounting for 61.9777% of the total shares of the company. After verification, the shareholders and their agents attending the shareholders’ meeting in the on-site manner have complete procedures, legal identity, valid representative shares, comply with the relevant provisions of the company law and other laws and regulations and the articles of association, and the qualifications of the shareholders and their agents attending the meeting are legal and valid.
According to the online voting of Shanghai Securities Information Co., Ltd. at the general meeting of shareholders, there were 7 people, representing 91489404 shares, accounting for 2.2750% of the total shares of the company.
To sum up, there are 20 shareholders and shareholder representatives attending the shareholders’ meeting on site and voting through the Internet, representing 2583954803 shares. Excluding 210277897 shares restricted from exercising voting rights, the total number of shares with effective voting rights at the shareholders’ meeting is 2373676906 shares, accounting for 63.8545% of the total voting shares of the company.
（2） Other personnel attending the general meeting of shareholders
The directors, supervisors, senior managers and lawyers of the company also attended the shareholders’ meeting.
（3） Qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The qualification of the convener meets the provisions of relevant laws, regulations and the articles of association, and is legal and effective.
In conclusion, our lawyers believe that the shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders are qualified to attend the general meeting, and the qualification of the convener meets the provisions of the company law and other laws and regulations and the articles of association, which is legal and effective.
3、 Information on the interim proposals of the general meeting of shareholders
It is verified that there is no temporary proposal at this shareholders’ meeting.
4、 Voting procedures, voting results and resolutions of the general meeting of shareholders
According to the verification of our lawyers, the shareholders’ meeting considered all the proposals listed in the notice of shareholders’ meeting by combining on-site voting and online voting, and counted the votes of small and medium-sized investors attending the meeting separately. The specific voting results are as follows:
1. Bank Of Changsha Co.Ltd(601577) management measures for shareholder commitment
Total voting: 2340638105 shares were approved, accounting for 98.6081% of the total number of valid voting shares held by all shareholders attending the meeting; Against 33038801 shares, accounting for 1.3919% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting.
2. Proposal on implementing liability insurance for Bank Of Changsha Co.Ltd(601577) directors, supervisors and senior managers
Total voting: 2373475106 shares were approved, accounting for 99.9914% of the total number of valid voting shares held by all shareholders attending the meeting; 100 dissenting shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting; 201700 shares abstained, accounting for 0.0086% of the total number of valid voting shares held by all shareholders attending the meeting.
3. Proposal on Bank Of Changsha Co.Ltd(601577) general election of the board of directors
Total voting: 2373676806 shares were approved, accounting for 99.9999% of the total number of valid voting shares held by all shareholders attending the meeting; 100 dissenting shares, accounting for 0.0001% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. 99.9999% of the total number of voting shares; Against 100 shares, accounting for 0.0001% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting. 4. Proposal on nominating Mr. Zhao Xiaozhong as a candidate for the Bank Of Changsha Co.Ltd(601577) 7th board of directors
Total voting: 2373499025 shares were approved, accounting for 99.9925% of the total number of valid voting shares held by all shareholders attending the meeting; 177881 dissenting shares, accounting for 0.0075% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Total voting of small and medium-sized investors: 487550283 shares were approved, accounting for 99.9635% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 177881 opposed shares, accounting for 0.0365% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
5. Proposal on nominating Ms. Li Meng as a candidate for the Bank Of Changsha Co.Ltd(601577) 7th board of directors
Total voting: 2373565025 shares were approved, accounting for 99.9952% of the total number of valid voting shares held by all shareholders attending the meeting; 111881 opposition shares, accounting for 0.0048% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Total voting of small and medium-sized investors: 487616283 shares were approved, accounting for 99.9770% of the total effective voting shares of small and medium-sized investors attending the meeting; Against 111881 shares, accounting for 0.0230% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
6. Report on the proposal on nominating Mr. Huang Zhang as the candidate for director of the Bank Of Changsha Co.Ltd(601577) seventh board of directors
Total voting: 2373565025 shares were approved, accounting for 99.9952% of the total number of valid voting shares held by all shareholders attending the meeting; 111881 opposition shares, accounting for 0.0048% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. 99.9770% of the total number of voting shares; Against 111881 shares, accounting for 0.0230% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
7. Proposal on nominating Ms. Li Xi as a candidate for the Bank Of Changsha Co.Ltd(601577) 7th board of directors
Total voting: 2373499025 shares were approved, accounting for 99.9925% of the total number of valid voting shares held by all shareholders attending the meeting; 177881 dissenting shares, accounting for 0.0075% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Total voting of small and medium-sized investors: 487550283 shares were approved, accounting for 99.9635% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 177881 opposed shares, accounting for 0.0365% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
8. Proposal on nominating Mr. He Yi as a candidate for the Bank Of Changsha Co.Ltd(601577) 7th board of directors
Total voting: 2373499025 shares were approved, accounting for 99.9925% of the total number of valid voting shares held by all shareholders attending the meeting; 177881 dissenting shares, accounting for 0.0075% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Total voting of small and medium-sized investors: 487550283 shares were approved, accounting for 99.9635% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 177881 opposed shares, accounting for 0.0365% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
9. Proposal on nominating Mr. Feng Jianjun as a candidate for the Bank Of Changsha Co.Ltd(601577) 7th board of directors
Total voting: 2373565025 shares were approved, accounting for 99.9952% of the total number of valid voting shares held by all shareholders attending the meeting; 111881 opposition shares, accounting for 0.0048% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of small and medium-sized investors: 487616283 shares agreed,
