Notice of Hunan Qiyuan law firm on the first extraordinary general meeting of shareholders in Huatian Hotel Group Co.Ltd(000428) 2022
Legal opinion
January 2002
To: Huatian Hotel Group Co.Ltd(000428)
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association of Huatian Hotel Group Co.Ltd(000428) (hereinafter referred to as the “articles of Association”), Hunan Qiyuan law firm (hereinafter referred to as the “firm”) accepts the entrustment of Huatian Hotel Group Co.Ltd(000428) (hereinafter referred to as the “company”), The lawyer was assigned to attend the company’s first extraordinary general meeting in 2022 (hereinafter referred to as “the general meeting”), witness the convening and convening procedures of the general meeting, the qualifications of the convener and participants, the voting procedures and the legitimacy and validity of the voting results, and issue this legal opinion.
In order to issue this legal opinion, our lawyers have examined the following materials provided by the company according to law:
(I) published on the media tide information website designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”)（ http://www.cn.info.com.cn./ ）Notice on convening the first extraordinary general meeting of shareholders in 2022;
(II) qualification and identity documents of shareholders or their agents attending the on-site meeting;
(III) the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders;
(IV) 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;
(V) documents of the general meeting of shareholders of the company.
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 lawyer and the copies verified by our lawyer 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 view of this, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby give the following lawyer witness opinions on the shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(I) after verification, the general meeting of shareholders was convened by the board of directors of the company, and the board of directors of the company opened the media tide information website designated by the CSRC on December 28, 2021（ http://www.cn.info.com.cn./ ）The notice on convening the general meeting of shareholders was announced on the, which announced the time, place, method, proposal content, equity registration measures and other matters of the meeting.
(II) the shareholders’ meeting is held by combining on-site voting and online voting.
1. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Thursday, January 13, 2022 in Furong hall, 4th floor, VIP Building, Hunan Huatian Hotel, 300 Jiefang East Road, Changsha. The time, place and content of the shareholders’ meeting are consistent with the notice and announcement of the meeting.
2. The shareholders’ meeting conducted online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 13, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 13, 2022. All shareholders can exercise their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system during online voting time.
Upon inspection, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of convener and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company.
(II) the persons attending the general meeting of shareholders include:
1. Shareholders and their agents
(1) A total of 2 Shareholders and their agents attended the on-site meeting of the general meeting of shareholders. They are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors or their legally authorized entrusted agents. The total number of shares held is 563408920, accounting for 55.2944% of the total shares of the company.
(2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, four shareholders participated in the general meeting of shareholders through online voting, holding 1708800 shares of the company, accounting for 0.1677% of the total shares of the company. The qualification of shareholders voting through the online voting system has been verified by the identity verification institution.
2. Other personnel
It is verified that, in addition to the lawyers of the firm, other personnel attending / attending the shareholders’ meeting include some directors, supervisors, senior managers and the Secretary of the board of directors of the company. These personnel have the qualifications to attend / attend the meeting as required by laws, regulations and the articles of Association.
Our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders are legal and valid.
3、 Information on the interim proposals of the general meeting of shareholders
Upon inspection, no temporary proposal was added to the shareholders’ meeting.
4、 Voting procedures and results of the general meeting of shareholders
1. On site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the on-site open ballot. Before voting on the proposal, the general meeting of shareholders elected two shareholder representatives to participate in vote counting and scrutinizing. The shareholders present at the meeting and their proxies deliberated and voted on the proposals included in the agenda of the general meeting of shareholders. After the voting, the shareholder representatives and the supervisor representatives elected by the meeting and the lawyers of the exchange shall be jointly responsible for counting and supervising the votes. The moderator announced the voting situation and results on the spot.
2. Online voting
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the general meeting of shareholders.
3. Voting results
In the witness of our lawyers, the representatives of shareholders and supervisors of the company together determined the final voting results of each proposal based on the consolidated statistics of the on-site voting and online voting results of each proposal, as follows:
(1) The proposal on the formation of related party transactions and external guarantees through the proposed house lease contract between the company and Changchun Huatian was passed
The proposal involves related party transactions, and the related shareholder Hunan Xingxiang Investment Holding Group Co., Ltd. avoids voting.
The voting result is: 234208800 shares are approved, accounting for 100% of the total number of valid voting shares represented by shareholders attending the meeting; 0 dissenting shares and 0 abstaining shares.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of Association; The qualifications of convener and attendees are legal and valid; The voting procedures and results are legal and valid. (there is no text below this page, and the next page is the signature page)
(there is no text on this page, which is the signature and seal page of the legal opinion of Hunan Qiyuan law firm on the first extraordinary general meeting of shareholders in Huatian Hotel Group Co.Ltd(000428) 2022)
Hunan Qiyuan law firm
Principal: Handling lawyer:
Ding Shaobo, Zhou Taishan
Handling lawyer:
specific date
