Guohao law firm (Shanghai)
About Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063)
The first extraordinary general meeting of shareholders in 2022 was held on January 13, 2022. Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) is engaged by the company to appoint lawyers to witness the shareholders\’ meeting, and in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and other laws Laws and regulations, the rules for the general meeting of shareholders of listed companies and the Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063) articles of Association (hereinafter referred to as the “articles of association”), express legal opinions on the convening, convening procedures, qualification of participants, voting procedures and other matters of this general meeting of shareholders.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting of the company, reviewed the agenda and relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters.
During the review of relevant documents, the company guarantees and promises to the lawyers of the firm that the documents and explanations provided to the firm are true, and the relevant copies or copies are consistent with the original.
The company guarantees and promises to the lawyers of the firm that the company has disclosed all the facts to the firm without any concealment, omission, falsehood or misleading.
This legal opinion is only used for the purpose of witnessing the first extraordinary general meeting of shareholders in 2022. The lawyer of the firm agrees that the company will submit this legal opinion as the legal document of the shareholders’ meeting together with other documents to Shenzhen stock exchange for review and announcement.
In accordance with the requirements of Article 163 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The proposal of the general meeting of shareholders has been deliberated and approved at the 19th meeting of the second board of directors held on December 24, 2021 and proposed to be held. The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) was published on the designated disclosure media on December 25, 2021. The notice issued by the company specifies the time of the meeting Place, method of meeting, matters to be considered at the meeting, participants of the meeting, date of equity registration, voting procedures, registration measures, etc.
The on-site meeting of the general meeting of shareholders was held in Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063) conference room as scheduled at 14:00 on January 13, 2022. The time, place and content of the meeting are consistent with the contents of the announcement.
Online voting is provided for the general meeting of shareholders. The specific time of online voting through the trading online voting system of Shenzhen stock exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 13, 2022; The specific time for voting through the Internet voting platform is 9:15-15:00 on January 13, 2022.
It is verified that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations and the articles of association.
2、 Qualifications of attendees of the general meeting of shareholders
1. Shareholders and entrusted agents attending the on-site meeting
It is verified that there are 7 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, with a total of 53947000 representative shares, accounting for 64.0396% of the total share capital of the company.
2. Other personnel attending and attending on-site meetings as nonvoting delegates
It is verified that other personnel attending and attending the on-site meeting of the general meeting of shareholders are some directors, supervisors, senior managers and lawyers appointed by the company, and their qualifications comply with laws, regulations and the articles of association.
It has been verified that the qualifications of the attending and non voting personnel of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and are legal and effective.
3. Shareholders participating in online voting
According to the data provided by Shenzhen Stock Exchange Information Network Co., Ltd. provided by the company, there were 2 shareholders who effectively voted through the online voting system at the shareholders’ meeting, and the total number of representative shares was 19687, accounting for 0.0234% of the total share capital of the company. The identity of the above shareholders who vote through the online voting system shall be verified by Shanghai Stock Exchange Information Network Co., Ltd.
4. Small and medium-sized investors participating in the voting of the general meeting of shareholders
A total of 4 small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company) participated in the voting of the general meeting of shareholders, representing 4289687 shares, accounting for 5.0922% of the total share capital of the company.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting deliberated the following proposals one by one:
1. Deliberating the proposal on the general election of the board of directors and the nomination of non independent directors of the third board of directors (this proposal is voted item by item)
1.1 elect non independent directors of the third board of directors of Shengxue Huawei;
1.2 elect Sheng Tianyu as a non independent director of the third board of directors of the company;
1.3 elect Qian Xiaoda as a non independent director of the third board of directors of the company;
1.4 elect non independent directors of the third board of directors of Huawei Yang;
2. Deliberating the proposal on the general election of the board of directors and the nomination of independent directors of the third board of directors (this proposal is voted item by item)
2.1 elect Gu Jianping as an independent director of the third board of directors of the company;
2.2 elect Fang Shinan as an independent director of the third board of directors of the company;
2.3 elect Feng Xiaodong as an independent director of the third board of directors of the company;
3. Deliberating the proposal on the general election of the board of supervisors of the company and the nomination of non employee representative supervisors of the third board of supervisors (this proposal is voted item by item)
3.1 elect Jiang Wei as the non employee representative supervisor of the third board of supervisors of the company;
3.2 elect Yao Wei as the non employee representative supervisor of the third board of supervisors of the company;
After verification, the company voted on the above-mentioned proposals in the on-site meeting of the general meeting of shareholders in writing, monitored the votes according to the procedures specified in the articles of association, and announced the voting results on the spot after the online voting was closed. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of on-site voting. The shareholders’ meeting voted on the above-mentioned proposals item by item by means of a combination of on-site voting and online voting, counted and monitored the votes in accordance with the procedures specified in the articles of association, announced the voting results after the deadline of online voting, and made separate statistics on the voting situation of small and medium-sized investors.
Based on the voting results of on-site voting and online voting, the deliberation results of this shareholders’ meeting are as follows:
All proposals considered at the general meeting of shareholders were passed.
It is verified that the voting procedures for all proposals at the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the qualifications of the personnel attending the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063) 2022)
Principal: Handling lawyer:
————————————————————Li Qiang, Chen Yihong
——————————Ye Jiawen
January 13, 2022
