Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
Legal opinion on Longi Green Energy Technology Co.Ltd(601012) the first extraordinary general meeting of shareholders in 2022
To: Longi Green Energy Technology Co.Ltd(601012)
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 and the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) accepts the entrustment of Longi Green Energy Technology Co.Ltd(601012) (hereinafter referred to as “the company”) and appoints its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”). Affected by the epidemic situation of covid-19 pneumonia in Xi\’an and cooperating with the requirements of the epidemic prevention and control of covid-19 in Xi\’an, the lawyers assigned by the office witnessed and issued legal opinions on the relevant matters of the shareholders\’ meeting through real-time video conference. In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to the following:
1. The current effective articles of association of the company;
2. The company published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 14, 2021 Announcement of the resolution of the 16th meeting of the Fourth Board of directors in 2021;
3. The company published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 14, 2021 Notice of the board of directors of the company on convening the general meeting of shareholders;
4. The company published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 6, 2022 Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
5. The register of shareholders on the equity registration date of the company’s general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
6. Meeting materials of the company’s general meeting of shareholders.
This legal opinion is only for the purpose of the company’s current general meeting of shareholders. Our lawyers agree to announce this legal opinion together with the company’s resolution of the current general meeting of shareholders and other information disclosure materials.
In accordance with the relevant requirements of laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers give the following opinions on the legal issues related to the convening and convening of the company’s general meeting of shareholders:
1、 Convening and convening procedures of the general meeting of shareholders
1. According to the relevant provisions of the articles of association, the board of directors of the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 14, 2021 The notice of the general meeting of shareholders scheduled to be held on January 10, 2022 was published, setting out the time and place of the meeting, matters to be considered, mode of participation, equity registration date, contact person, etc., and the notice of changing the place of the general meeting of shareholders was announced on January 6, 2022. 2. On January 10, 2022, the on-site meeting of the general meeting of shareholders was held in the form of on-site + real-time video conference in the conference room on the 9th floor of the company, No. 8369, Shangyuan Road, Xi’an Economic and Technological Development Zone. The actual time and place of the meeting were in line with the contents specified in the meeting notice.
3. According to the notice of the shareholders’ meeting, the online voting time of the shareholders’ meeting is: the voting time through the trading system voting platform 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 platform of Shanghai Stock Exchange is 9:15 ~ 15:00 on January 10, 2022.
4. The general meeting of shareholders is presided over by Mr. Zhong Baoshen, chairman of the company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, and the convener’s qualification is legal and valid.
2、 Qualification of personnel attending the general meeting of shareholders
(I) after checking the register of shareholders of the company on the equity registration date of the shareholders’ meeting and the shareholding certificate, legal representative certificate and / or power of attorney of the shareholders attending the shareholders’ meeting, and according to the data provided by SSE Information Network Co., Ltd., the lawyers of the firm confirm that the shareholders attending the on-site meeting and online voting of the shareholders’ meeting are as follows:
1. A total of 13 shareholders (including those who participated through real-time video conference) attended the on-site meeting of the general meeting of shareholders, representing 1139999397 shares of the company, accounting for 21.0606% of the total shares of the company on the equity registration date.
2. A total of 734 shareholders voted at the shareholders’ meeting through online voting, representing 1417916120 shares of the company, accounting for 26.1949% of the total shares of the company on the equity registration date.
According to the above information, a total of 747 shareholders participated in the general meeting of shareholders through on-site attendance and online voting, representing 2557915517 shares of the company, accounting for 47.2555% of the total shares of the company on the equity registration date. Among them, the number of voting shares held by minority shareholders holding less than 5% (excluding directors, supervisors and senior managers of the company, the same below) participating in the voting of the general meeting of shareholders through on-site attendance and online voting is 1116715144 shares, accounting for 20.6304% of the total voting shares of the company on the equity registration date.
(II) the directors, supervisors and senior managers of the company attended and attended the general meeting of shareholders as nonvoting delegates.
(III) our lawyers attended the shareholders’ meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the attendees and non voting participants of the general meeting of shareholders are legal and valid.
3、 Voting procedures of the general meeting of shareholders
(I) witnessed by our lawyers, the proposals considered at this shareholders’ meeting are consistent with the contents stated in the meeting notice. This shareholders’ meeting did not vote on the matters not listed in the meeting notice, nor did it modify the original proposal or propose a new proposal.
(II) the general meeting of shareholders conducted voting, counting and monitoring of votes in accordance with the provisions of the articles of association. The chairman of the meeting announced the voting results on the spot, and the shareholders attending the general meeting and their authorized representatives did not raise any objection to the voting results.
(III) the following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on daily connected transactions in 2022
Total voting results: 2466933347 shares were approved, accounting for 99.9544% of the total voting shares attending the meeting; 40220 opposition shares, accounting for 0.0016% of the total voting shares attending the meeting; 1085960 shares were abstained, accounting for 0.0440% of the total voting shares attending the meeting. Among them, affiliated shareholders Zhong Baoshen and Li Chunan have avoided voting.
Voting results of minority shareholders: 1115588964 shares were approved, accounting for 99.8992% of the total voting shares of minority shareholders attending the meeting; 40220 opposed shares, accounting for 0.0036% of the total voting shares of minority shareholders attending the meeting; 1085960 shares were abstained, accounting for 0.0972% of the total voting shares of minority shareholders attending the meeting.
2. Proposal on the prediction of new financing guarantees in 2022
Total voting results: 2296482996 shares were approved, accounting for 89.7795% of the total voting shares attending the meeting; 260346561 opposed shares, accounting for 10.1781% of the total voting shares attending the meeting; 1085960 shares were abstained, accounting for 0.0425% of the total voting shares attending the meeting.
Voting results of minority shareholders: 855282623 shares were agreed, accounting for 76.5891% of the total voting shares of minority shareholders attending the meeting; Against 260346561 shares, accounting for 23.3136% of the total voting shares of minority shareholders attending the meeting; 1085960 shares were abstained, accounting for 0.0972% of the total voting shares of minority shareholders attending the meeting.
3. Proposal on changing the registered capital and amending the articles of Association
Total voting results: 2555040694 shares were approved, accounting for 99.8876% of the total voting shares attending the meeting; 1748263 opposed shares, accounting for 0.0683% of the total voting shares attending the meeting; 1126560 shares abstained, accounting for 0.0440% of the total voting shares attending the meeting.
(IV) the proposal was passed according to the voting results of the shareholders’ meeting.
The lawyers of the firm believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules for general meetings of shareholders of listed companies and other relevant laws, regulations and the articles of association, and the voting procedures and voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications, voting procedures and voting results of the company’s general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the resolutions of the company’s general meeting of shareholders are legal and effective.
(no text below)
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Longi Green Energy Technology Co.Ltd(601012) 2022, without text)
Beijing Zhonglun law firm (seal)
Principal: Handling lawyer:
Xue Bing Zhang
Handling lawyer:
specific date
