Beijing Zhonglun (Chengdu) law firm
About Huaxi Securities Co.Ltd(002926)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, High -tech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 28 62088000 Fax: + 86 28 6208 8111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
About Huaxi Securities Co.Ltd(002926)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
[2022] Zhong Lun Cheng LV (see) Zi No. 044421-0015011301 to: Huaxi Securities Co.Ltd(002926)
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) was held at 15:00 on January 13, 2022 at the 4th floor of the company’s conference center, No. 198, Tianfu Second Street, high tech Zone, Chengdu. Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as “the firm”) accepted the entrustment of the company to appoint Lawyer Chen Gang Lawyer Meng roulei attended the meeting and issued this legal opinion. Before and during the meeting, our lawyers reviewed all materials related to the shareholders\’ meeting, and conducted on-site verification on the legitimacy of important matters such as the qualification of the participants and the convener of the meeting, the convening and convening procedures of the meeting. On this basis, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) Relevant laws and regulations such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the measures for the administration of law firms engaging in securities legal business and the Huaxi Securities Co.Ltd(002926) articles of Association (hereinafter referred to as the “articles of Association”) of the China Securities Regulatory Commission, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, the legal opinions are as follows:
1、 Convening and convening procedures of this meeting
1. On October 28, 2021, the company held the 9th meeting of the third board of directors in 2021, which was held on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on December 29, 2021 The announcement on the resolution of the 9th meeting of the Huaxi Securities Co.Ltd(002926) third board of directors in 2021 was disclosed. The board meeting deliberated and adopted the proposal on the authorization of the company to issue domestic debt financing instruments and other proposals. 2. On December 28, 2021, the company held the 10th meeting of the third board of directors in 2021, which was held on the website of Shenzhen Stock Exchange, China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on December 29, 2021 The announcement on the resolution of the 10th meeting of the Huaxi Securities Co.Ltd(002926) third board of directors in 2021 was disclosed at the meeting. The board meeting deliberated and adopted the proposal on Amending the articles of association, the proposal on formulating the internal accountability of directors and supervisors, the proposal on formulating the company’s performance appraisal and salary management system for directors and supervisors, and the proposal on formulating the company’s risk management system Proposals on formulating the company’s management measures for investor protection and establishing the company’s Investor Protection Leading Group and working group, proposal on the company’s five-year plan for new IT infrastructure (2022-2026), proposal on convening the company’s first extraordinary general meeting in 2022, etc.
3. On December 28, 2021, the company held the fifth meeting of the third board of supervisors in 2021, which was held on the website of Shenzhen Stock Exchange, China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on December 29, 2021 The announcement on the resolution of the fifth meeting of the Huaxi Securities Co.Ltd(002926) third board of supervisors in 2021 was disclosed at the meeting. The meeting of the board of supervisors deliberated and approved proposals such as the proposal on nominating and replacing candidates for non employee supervisors of the third session of the board of supervisors, the proposal on formulating the internal accountability of directors and supervisors, and the proposal on formulating the performance assessment and salary management system of directors and supervisors.
4. On December 29, 2021, the company posted on the website of Shenzhen Stock Exchange, China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The notice of Huaxi Securities Co.Ltd(002926) on convening the first extraordinary general meeting of shareholders in 2022 was announced on the. The notice announced the time, place and deliberations of the first extraordinary general meeting of shareholders in 2022.
5. According to the verification of our lawyers, the meeting was held by combining online voting and on-site voting. The company provided online voting platform to public shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
6. Mr. Lu Jianxiong, chairman of the company, was the moderator of the meeting.
After verification, the third board of directors of the company convened the meeting in accordance with the requirements of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, as well as the articles of association, and fully disclosed the contents of various proposals considered at the meeting. The time, place, method and matters considered at the meeting were consistent with those specified in the meeting notice. The lawyers of the firm believe that the convening and convening procedures of the company’s meeting comply with the provisions of relevant laws, regulations and the articles of association.
2、 Qualifications of participants and conveners of the meeting
According to the signatures and power of attorney of shareholders and authorized representatives attending the meeting, there are 4 shareholders or authorized representatives attending the meeting, representing 1205420874 shares of the company, accounting for 45.9208% of the total voting shares of the company. The above shareholders or shareholder representatives are the shareholders or authorized representatives of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the end of the transaction at 15:00 on January 5, 2022.
According to the data provided by Shenzhen Securities Information Co., Ltd., 35 shareholders participated in online voting at this meeting, representing 24678348 shares of the company, accounting for 0.9401% of the total voting shares of the company. The qualification of shareholders participating in voting through the online voting system has been certified by Shenzhen Securities Information Co., Ltd. According to the notice of Huaxi Securities Co.Ltd(002926) on convening the first extraordinary general meeting of shareholders in 2022, the board of directors of the company convened this meeting.
After verification, the qualifications of the above shareholders and authorized representatives to attend the meeting and the qualifications of the convener of the meeting are legal and valid. In addition to the above shareholders and authorized representatives, other personnel attending the meeting are directors, supervisors, senior managers of the company and witness lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the attendees and non voting participants and the convener of the meeting comply with the provisions of relevant laws, regulations, rules of the general meeting of shareholders and other normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
At this meeting, the shareholders voted by open ballot on the proposals listed in the meeting notice in accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of association, and passed the following proposals:
1. Proposal on Amending the articles of Association;
2. Proposal on establishing the internal accountability of directors and supervisors of the company;
3. Proposal on formulating the company’s performance appraisal and salary management system for directors and supervisors;
4. Proposal on the authorization of the company to issue domestic debt financing instruments;
5. Proposal on the election of non employee supervisors of the third board of supervisors of the company.
After verification, the shareholders and authorized representatives attending the on-site meeting of the company’s general meeting voted by on-site open ballot on the matters listed in the meeting notice. The lawyers, shareholder representatives and supervisors of the firm counted and supervised the on-site open ballot, and announced the voting results on the spot. The minutes of the meeting shall be signed by the directors and the recorder of the meeting.
(II) voting results of this meeting
After verification, the matters considered and voted at this meeting are the proposals listed in the company’s meeting notice, and the above proposals have been passed.
Our lawyers believe that the voting procedures and voting results of the general meeting of shareholders comply with the provisions of relevant laws, regulations, rules of the general meeting of shareholders and other normative documents and the articles of association.
Based on the above facts, our lawyers believe that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, the qualifications of the participants and conveners are legal and valid, and the voting procedures of the meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
This legal opinion is made in two originals.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhonglun (Chengdu) law firm on the first extraordinary general meeting of shareholders in Huaxi Securities Co.Ltd(002926) 2022)
Principal: Handling lawyer:
Fan bin, Chen Gang
Handling lawyer:
Meng roulei MM DD YY
