Shanghai jintiancheng (Hangzhou) law firm
About Haining China Leather Market Co.Ltd(002344)
Of the 2021 annual general meeting
Legal opinion
Address: floor 11 / 12, Huacheng International Development building, No. 308 Fuchun Road, Shangcheng District, Hangzhou, Zhejiang Tel: 057189838088 Fax: 057189838099
Post code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Haining China Leather Market Co.Ltd(002344)
Of the 2021 annual general meeting
Legal opinion
To: Haining China Leather Market Co.Ltd(002344)
Entrusted by Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the company”), Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as “the firm”) has, 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 and other laws and regulations This legal opinion is issued in accordance with the relevant provisions of the regulations and other normative documents and the Haining China Leather Market Co.Ltd(002344) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On April 14, 2022, the company held the 10th meeting of the 5th board of directors and decided to convene the shareholders’ meeting.
The company published the notice of Haining China Leather Market Co.Ltd(002344) on convening the 2021 annual general meeting of shareholders on the designated information disclosure media on April 16, 2022. The above-mentioned meeting notice specifies the convener, date and time of the general meeting of shareholders, including the date and time of the on-site meeting and the date and time of online voting, the method of convening, the date of equity registration, the participants, the place of the meeting, the matters to be considered at the meeting On site meeting registration method, specific operation process of participating in online voting, meeting contact person and contact information. Among them, the date of publication of the announcement has reached 20 days from the convening date of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on May 18, 2022 in the conference room on the 19th floor of leather city building, 201 Haizhou West Road, Haining City, Zhejiang Province, as scheduled, presided over by Zhang Yueming, chairman of the company.
The shareholders’ meeting was held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at this shareholders’ meeting is the trading time on May 18, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 15:00 p.m. on May 18, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 20 shareholders and shareholders’ agents attended the general meeting, representing 721651536 voting shares, accounting for 562640% of the total shares of the company, including: 1. Shareholders and shareholders’ agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. A total of 13 shareholders and shareholder representatives attended the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen branch as of the afternoon closing of May 11, 2022. These shareholders held 720081876 shares of the company, Accounting for 561416% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by the provider of the online voting system, there are 7 shareholders voting effectively through the online voting system, representing 1569660 voting shares, accounting for 0.1224% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 15 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 40995645 voting shares, accounting for 3.1963% of the total shares of the company.
(Note: minority investor shareholders refer to other shareholders of the company except the following shareholders: (1) shareholders who individually or jointly hold more than 5% of the shares of the company; (2) Directors, supervisors and senior managers of the company.) (II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendants of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, which is legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Deliberating the proposal on deliberating the work report of the board of directors in 2021
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
2. Deliberating the proposal on deliberating the work report of the board of supervisors in 2021
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
3. Deliberating the proposal on deliberation of 2021 annual report and summary
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
4. Deliberating the proposal on reviewing the profit distribution plan for 2021
Voting results: 721350886 shares were approved, accounting for 999583% of the total number of valid voting shares held by shareholders attending the meeting; Against Tecnon (Fujian) Commercial Lighting Co.Ltd(300650) shares, accounting for 0.0417% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 40694995 shares are agreed, accounting for 992666% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against Tecnon (Fujian) Commercial Lighting Co.Ltd(300650) shares, accounting for 0.7334% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Deliberating the proposal on reviewing the financial final accounts report of 2021
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
6. Deliberating the proposal on reviewing the financial budget report of 2022
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
7. The voting results of the deliberation on the proposal on the special report on the deposit and use of raised funds in 2021: 721553636 shares were agreed, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97001900% of the total number of effective voting shares held by shareholders who oppose the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 40897745 shares are agreed, accounting for 997612% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 97900 shares opposed, accounting for 0.2388% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
8. Deliberating the proposal on reappointment of Tianjian certified public accountants as the audit institution of the company
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 40897745 shares are agreed, accounting for 997612% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 97900 shares opposed, accounting for 0.2388% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
9. Deliberating the proposal on continuing to use self owned funds for investment and financial management
Voting results: 721553636 shares were approved, accounting for 999864% of the total number of valid voting shares held by shareholders attending the meeting; 97900 opposed shares, accounting for 0.0136% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The proposal was deliberated and passed.
Among them, the voting situation of minority investor shareholders is: 40897745 shares are agreed, accounting for 997612% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 97900 shares opposed, accounting for 0.2388% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
10. Deliberating the proposal on changing the registered capital and total share capital of the company and amending the articles of Association
Voting results: 721529236 shares were approved, accounting for 999831% of the total number of valid voting shares held by shareholders attending the meeting; Against 122300 shares, accounting for 0.0169% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0.0% of the total number of valid voting shares held by shareholders attending the meeting
