Beijing Zhonglun (Shanghai) law firm
About H&R Century Union Corporation(000892)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nanjing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nan Jing Haikou Hong Kong Tokyo London NewYork LosAngeles San Francisco Almaty
6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 21 6061 3666 Fax: + 86 21 6061 3555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About H&R Century Union Corporation(000892)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: H&R Century Union Corporation(000892)
Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as “the firm”) accepts the entrustment of H&R Century Union Corporation(000892) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the extraordinary general meeting of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company 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, administrative regulations, normative documents and the H&R Century Union Corporation(000892) articles of Association (hereinafter referred to as the “articles of association”) issued by the China Securities Regulatory Commission, Witness the extraordinary general meeting of shareholders and issue legal opinions.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s extraordinary general meeting. We and our lawyers assume that the original materials, copies, copies and other materials (including but not limited to the resident ID card, stock account card, power of attorney, etc.) and oral testimony provided by the company meet the requirements of authenticity, accuracy and completeness, the signatures and / or seals on the materials are true, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express opinions on whether the convening and convening procedures of this extraordinary general meeting of shareholders, the qualifications of the personnel and conveners attending this extraordinary general meeting of shareholders, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only used for the purpose of legality of relevant matters of this extraordinary general meeting of shareholders of the company, and shall not be used for any other purpose.
In accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this extraordinary general meeting of shareholders
According to the deliberation resolution of the 15th meeting of the 8th board of directors of the company and the notice of huanrui century United Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) issued by the company in the designated media, this extraordinary general meeting of shareholders was decided to be held at the 15th meeting of the 8th board of directors of the company, And fulfilled the relevant notice and announcement procedures.
According to the notice of meeting, this extraordinary general meeting of shareholders is held by combining on-site voting and online voting. Among them, the on-site meeting of the extraordinary general meeting of shareholders was held at room 1004, floor 10, block A1, Junhao Central Park Plaza, yard 10, Chaoyang Park South Road, Chaoyang District, Beijing at 14:30 p.m. on January 7, 2022. The online voting time of this extraordinary general meeting of shareholders is January 7, 2022. Among them, the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 7, 2022.
Based on the above, the exchange believes that the convening and convening procedures of this extraordinary general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the extraordinary general meeting of shareholders and convener of the meeting
Upon inspection, 17 shareholders and authorized agents attended the extraordinary general meeting, holding 367837726 shares with voting rights, accounting for 37.8877% of the total voting shares of the company. Among them, there are 9 shareholders and their authorized agents attending the on-site meeting, and the number of voting shares held is 365917926, accounting for 37.6899% of the total voting shares of the company; A total of 8 shareholders participated in online voting, holding 1919800 voting shares, accounting for 0.1977% of the total voting shares of the company.
Overall attendance of small and medium-sized investors: there are 9 shareholders voting on site and online, holding 2628800 voting shares, accounting for 0.2708% of the total voting shares of the company.
Among them, one shareholder and his authorized agent attended the on-site meeting, holding 709000 shares with voting rights, accounting for 0.0730% of the total voting shares of the company. A total of 8 shareholders participated in online voting, holding 1919800 voting shares, accounting for 0.1977% of the total voting shares of the company.
Since the qualification of online voting shareholders is verified by the trading system of Shenzhen stock exchange during online voting, our lawyers are unable to verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the exchange believes that the qualifications of shareholders attending this extraordinary general meeting comply with laws, administrative regulations and the articles of association. The extraordinary general meeting was convened by the board of directors of the company, and the directors, supervisors, senior managers and witness lawyers of the company attended or attended the extraordinary general meeting.
Based on the above, the exchange believes that the qualifications of the personnel attending the extraordinary general meeting and the convener of the extraordinary general meeting meet the provisions of the company law, the rules of the general meeting and other laws, administrative regulations, normative documents and the articles of association.
3、 Voting procedures and results of this extraordinary general meeting of shareholders
The extraordinary general meeting adopted a combination of on-site voting and online voting to vote on the proposals listed in the meeting notice. After counting the results of on-site voting and online voting, the following proposals were considered and adopted at the extraordinary general meeting:
(I) proposal on appointment of accounting firm
Voting: 367827726 shares were approved, accounting for 99.9973% of the voting shares held by all shareholders attending the meeting; Against 10000 shares, accounting for 0.0027% of the voting shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the extraordinary general meeting were: 2618800 shares, accounting for 99.6196% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 10000 shares, accounting for 0.3804% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting shares held by minority shareholders attending the meeting.
(II) proposal on adding Mr. Zhao Huiqiang as the candidate for director of the company
Voting: 367827726 shares were approved, accounting for 99.9973% of the voting shares held by all shareholders attending the meeting; Against 10000 shares, accounting for 0.0027% of the voting shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the extraordinary general meeting were: 2618800 shares, accounting for 99.6196% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 10000 shares, accounting for 0.3804% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting shares held by minority shareholders attending the meeting.
Based on the above, the exchange believes that the voting procedures of the extraordinary general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, the exchange believes that the convening and convening procedures of the company’s extraordinary general meeting, the qualifications of the participants and conveners, and the voting procedures of the meeting comply with the relevant provisions of the company law, the rules of the general meeting and other laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and effective.
(no text below)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Zhonglun (Shanghai) law firm on the first extraordinary general meeting of shareholders in H&R Century Union Corporation(000892) 2022) Beijing Zhonglun (Shanghai) law firm (seal)
Person in charge: Handling lawyer: Zhao Jing, Wang Zhen
Wang Yixuan
January 7, 2022
