Beijing Jindu law firm
Legal opinion on Hillstone Networks Co.Ltd(688030) the first extraordinary general meeting of shareholders in 2022
To: Hillstone Networks Co.Ltd(688030)
Beijing Jindu law firm (hereinafter referred to as the firm) accepts the entrustment of Hillstone Networks Co.Ltd(688030) (hereinafter referred to as the company), in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The China Securities Regulatory Commission (hereinafter referred to as the CSRC), 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 administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) According to the regulations, normative documents and relevant provisions of the Hillstone Networks Co.Ltd(688030) articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on January 11, 2022, and issue this legal opinion on matters related to the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Articles of Association;
2. The company published in China Securities Journal, Shanghai Securities News, securities daily and securities times on December 23, 2021 Announcement on Hillstone Networks Co.Ltd(688030) general election of the company’s board of directors and board of supervisors, Hillstone Networks Co.Ltd(688030) announcement on the resolution of the 23rd Meeting of the first board of supervisors, Hillstone Networks Co.Ltd(688030) announcement on the election of employee representative supervisors, Hillstone Networks Co.Ltd(688030) on the website of Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange) and cninfo.com Independent opinions of independent directors on matters related to the 32nd meeting of the first board of directors and other announcement information;
3. The company published Hillstone Networks Co.Ltd(688030) communication technology on China Securities Journal, Shanghai Securities News, Securities Daily, securities times, Shanghai Stock Exchange website and cninfo.com on December 23, 2021
Interest;
4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
5. Registration records and voucher materials of shareholders attending the on-site meeting of the general meeting of shareholders;
6. Statistical results of online voting of the general meeting of shareholders provided by SSE Information Network Co., Ltd; 7. The proposal of the company’s general meeting of shareholders and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 22, 2021, the 32nd meeting of the first board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On December 23, 2021, the company published Hillstone Networks Co.Ltd(688030) notice on convening the first extraordinary general meeting in 2022 in the form of announcement in the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, the website of Shanghai Stock Exchange and cninfo.com.
(II) convening of the general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 on January 11, 2022 in the conference room on the first floor of Hillstone Networks Co.Ltd(688030) No. 181 Jingrun Road, high tech Zone, Suzhou. The on-site meeting was presided over by Mr. Dongping Luo, chairman of the board.
3. The online voting time of the shareholders’ meeting is: the online voting system of Shanghai Stock Exchange is adopted, and the voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting (January 11, 2022), i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders (January 11, 2022).
After verification by the lawyers of the firm, the actual time, place, method and proposal of the shareholders’ meeting are consistent with those announced in the notice on convening the first extraordinary shareholders’ meeting in 2022.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificates of corporate shareholders attending the shareholders’ meeting, the certificates or power of attorney of legal representative, as well as the shareholding certificates, personal identity certificates, power of attorney and identity certificates of natural person shareholders attending the shareholders’ meeting, A total of 16 shareholders (including entrusted agents) attended the general meeting of shareholders of the company, representing 82975957 voting shares, accounting for 46.0406% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, supervisors, Secretary of the board of directors and lawyers of the firm, and some other senior managers attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders’ meeting is consistent with the notice of Hillstone Networks Co.Ltd(688030) on convening the first extraordinary shareholders’ meeting in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shanghai Stock Exchange within the specified online voting time（ http://vote.sseinfo.com. ）After exercising the voting right, SSE Information Network Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on Amending the articles of association and handling industrial and commercial filing are as follows:
Agree against waiver
Proportion of votes proportion of votes proportion of votes
（%） （%） （%）
82,975,957 100.0000 0 0.0000 0 0.0000
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting shares held by the shareholders and their agents attending the general meeting of shareholders.
2. The voting results of the proposal on Amending the rules of procedure of the board of directors are as follows:
Agree against waiver
Proportion of votes proportion of votes proportion of votes
（%） （%） （%）
82,975,957 100.0000 0 0.0000 0 0.0000
This proposal is an ordinary resolution of the general meeting of shareholders, which has been approved by more than half of the voting shares held by the shareholders and their agents attending the general meeting of shareholders.
3. The proposal on the election of non independent directors of the second board of directors of the company adopts cumulative voting to vote item by item. The specific voting conditions and results are as follows:
3.01 proposal on electing Mr. Dongping Luo as a non independent director of the second board of directors of the company
Voting results: 57927454 shares were approved, accounting for 69.8123% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Among them, the voting of small and medium-sized investors was 11614889 shares, accounting for 99.6601% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting. According to the voting results, Mr. Dongping Luo was elected as a non independent director of the company. 3.02 proposal on electing Mr. Shang Xihe as a non independent director of the second board of directors of the company
Voting results: 57887454 shares were approved, accounting for 69.7641% of the total voting shares of shareholders and proxy representatives attending the meeting; Among them, the voting of small and medium-sized investors was 11574889 shares, accounting for 99.3169% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting. According to the voting results, Mr. Shang Xihe was elected as a non independent director of the company.
3.03 proposal on electing Mr. Timothy Xiangming Liu as a non independent director of the second board of directors of the company
Voting results: 57927454 shares were approved, accounting for 69.8123% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Among them, the voting of small and medium-sized investors was 11614889 shares, accounting for 99.6601% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting. According to the voting results, Mr. Timothy Xiangming Liu was elected as a non independent director of the company.
3.04 proposal on electing Mr. Qiu Shaohua as a non independent director of the second board of directors of the company
Voting results: 57887454 shares were approved, accounting for 69.7641% of the total voting shares of shareholders and proxy representatives attending the meeting; Among them, the voting of small and medium-sized investors was 11574889 shares, accounting for 99.3169% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting. According to the result of the vote, Mr. Qiu Shaohua was elected
