Chinese businessman Lin Lili (Qianhai) joint venture law firm
About Huafu Fashion Co.Ltd(002042)
Legal opinion of the 2021 annual general meeting of shareholders
To: Huafu Fashion Co.Ltd(002042)
Entrusted by Huafu Fashion Co.Ltd(002042) (hereinafter referred to as “the company”), Chinese businessman Lin Lili (Qianhai) associated law firm (hereinafter referred to as “the firm”) appoints Zeng Zhuo and Zhou Jiang, lawyers of the firm, to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities 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, regulations and normative documents, as well as the relevant provisions of the Huafu Fashion Co.Ltd(002042) articles of Association (hereinafter referred to as the “articles of association”), on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants Issue legal opinions on voting procedures and voting results.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting and examined the announcement on the shareholders’ meeting, the qualifications of shareholders attending the shareholders’ meeting, the resolutions of the shareholders’ meeting and the minutes of the meeting.
The exchange agrees to take this legal opinion as a necessary document for the announcement of the general meeting of shareholders, and shall be responsible for the legal opinion issued in accordance with the law.
Our lawyer has reviewed all documents and facts related to this legal opinion, and hereby issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The company held the first meeting of the eighth board of directors on April 26, 2022. The meeting deliberated and adopted the proposal on proposing to hold the 2021 annual general meeting of shareholders, and decided to hold the general meeting of shareholders at 14:30 on Wednesday, May 18, 2022.
On April 28, 2022, the board of directors of the company announced the notice of Huafu Fashion Co.Ltd(002042) on convening the 2021 annual general meeting of shareholders on the securities times, China Securities News and cninfo.com, specifying the time, place, convener, attendees, equity registration date, convening method, deliberation items, meeting registration method and other matters of the general meeting of shareholders.
After verification, our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid; The convening procedure of this general meeting of shareholders complies with the provisions of laws, regulations, other normative documents and the articles of association.
(II) convening of this general meeting of shareholders
Online voting time of this general meeting of shareholders: May 18, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on May 18, 2022.
The general meeting of shareholders was held on May 18, 2022 in the conference room on the 59th floor of Changfu Jinmao building, No. 5, Shihua Road, Futian District, Shenzhen, Guangdong Province. The time and place of the meeting meet the requirements of the notice of the general meeting of shareholders.
After verification, our lawyers believe that the time, method and content of the company’s notice of the general meeting of shareholders and the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, regulations, other normative documents and the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
According to the notice and announcement of the general meeting of shareholders, the equity registration date of the general meeting of shareholders is May 12, 2022. As of the afternoon of May 12, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders. Shareholders can entrust agents to attend the meeting and vote, and the shareholder agent does not have to be the shareholder of the company.
According to the verification of our lawyers, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the market on the afternoon of May 12, 2022 checked the shareholders attending the on-site meeting of the general meeting of shareholders. There were 3 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 712687762 shares, accounting for 419060% of the total voting shares of the company.
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, there are 10 shareholders participating in the online voting of the general meeting of shareholders, representing 15337166 shares, accounting for 0.9018% of the total voting shares of the company.
A total of 13 shareholders participated in the shareholders’ meeting through on-site and online, with 728024928 shares owned and represented, accounting for 428078% of the total voting shares of the company.
The directors, supervisors, senior managers of the company and the witness lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders meets the provisions of laws, regulations, other normative documents and the articles of association.
3、 Proposal on the deliberation of this general meeting of shareholders
After verification by the lawyers of the firm, the shareholders’ meeting voted on the proposal in the form of a combination of on-site open voting and online voting, in which the votes of minority shareholders, i.e. shareholders other than those who individually or jointly hold more than 5% of the shares of the company, were counted separately. Proposals 5, 11 and 14 of the general meeting of shareholders are special resolutions, which need to be passed by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the meeting, and the rest are ordinary resolutions, which need to be passed by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the meeting.
The proposals considered at this shareholders’ meeting are as follows:
1. Review the proposal on the full text and summary of the 2021 annual report;
2. Review the proposal on the work report of the board of directors in 2021;
3. Review the proposal on the work report of the board of supervisors in 2021;
4. Deliberating the proposal of 2021 annual financial statement report;
5. Review the proposal of profit distribution plan in 2021;
6. Review the proposal of the 2021 annual internal control evaluation report;
7. Review the proposal of 2021 social responsibility report;
8. Review the proposal on investment and financial management with self owned funds in 2022;
9. Deliberating the proposal on expected participation in futures hedging transactions in 2022;
10. Review the proposal on applying for bank credit line and loan in 2022;
11. Deliberating the proposal of the company to provide guarantee for subsidiaries in 2022;
12. Deliberating the proposal on daily connected transactions expected in 2022;
13. Review the proposal on the special report on the deposit and use of raised funds in 2021;
14. Deliberated on the proposal on renewing the appointment of accounting firms (audit institutions in 2022).
After verification, the proposals considered at this shareholders’ meeting are consistent with those listed in the notice and announcement of the meeting, and comply with the provisions of relevant laws, regulations, other normative documents and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
After verification by the lawyers of the firm and combined statistics of the on-site voting results and the effective voting results of online voting, the proposals listed in the general meeting of shareholders were adopted. The specific proposals and voting are as follows. The specific voting results are as follows:
1. Considering the proposal on the full text and summary of the 2021 annual report, 727823328 shares were agreed, accounting for 999723% of the shares held by all shareholders attending the meeting; Against 98200 shares, accounting for 0.0135% of the shares held by all shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15135566 shares, accounting for 986855% of the shares held by the minority shareholders attending the meeting; Against 98200 shares, accounting for 0.6403% of the shares held by minority shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6742% of the shares held by minority shareholders attending the meeting.
2. Considering the proposal on the work report of the board of directors in 2021, it was agreed that 727822328 shares, accounting for 999722% of the shares held by all shareholders attending the meeting; Against 99200 shares, accounting for all shareholders attending the meeting
0.0136% of the shares held; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15134566 shares, accounting for 986790% of the shares held by the minority shareholders attending the meeting; Against 99200 shares, accounting for 0.6468% of the shares held by minority shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6742% of the shares held by minority shareholders attending the meeting.
3. Deliberated the proposal on the work report of the board of supervisors in 2021 and agreed to 727822328 shares, accounting for 999722% of the shares held by all shareholders attending the meeting; Against 99200 shares, accounting for 0.0136% of the shares held by all shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15134566 shares, accounting for 986790% of the shares held by the minority shareholders attending the meeting; Against 99200 shares, accounting for 0.6468% of the shares held by minority shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6742% of the shares held by minority shareholders attending the meeting.
4. After reviewing the proposal on the financial statement report of 2021, 727822328 shares were agreed, accounting for 999722% of the shares held by all shareholders attending the meeting; Against 99200 shares, accounting for 0.0136% of the shares held by all shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15134566 shares, accounting for 986790% of the shares held by the minority shareholders attending the meeting; Against 99200 shares, accounting for 0.6468% of the shares held by minority shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6742% of the shares held by minority shareholders attending the meeting.
5. Deliberated the proposal on the profit distribution plan for 2021 and agreed to 727925728 shares, accounting for 999864% of the shares held by all shareholders attending the meeting; Against 99200 shares, accounting for 0.0136% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15237966 shares, accounting for 993532% of the shares held by the minority shareholders attending the meeting; Against 99200 shares, accounting for 0.6468% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
6. Considering the proposal on the internal control evaluation report in 2021, it was agreed that 727822328 shares, accounting for 999722% of the shares held by all shareholders attending the meeting; Against 99200 shares, accounting for 0.0136% of the shares held by all shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15134566 shares, accounting for 986790% of the shares held by the minority shareholders attending the meeting; Against 99200 shares, accounting for 0.6468% of the shares held by minority shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6742% of the shares held by minority shareholders attending the meeting.
7. Considering the proposal of 2021 social responsibility report, 727823328 shares were agreed, accounting for 999723% of the shares held by all shareholders attending the meeting; Against 98200 shares, accounting for 0.0135% of the shares held by all shareholders attending the meeting; 103400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0142% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 15135566 shares, accounting for 986855% of the shares held by the minority shareholders attending the meeting; Against 98200 shares, accounting for 0.6403% of the shares held by minority shareholders attending the meeting; The minority shareholders did not abstain from voting, accounting for 670400% of the 1030 shares held by the minority shareholders.
8. Deliberated the proposal on investment and financial management with self owned funds in 2022, and agreed to 719213996 shares, accounting for 987897% of the shares held by all shareholders attending the meeting; 8810932 shares opposed, accounting for 1.2103% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the minority shareholders agreed to 6526234 shares, accounting for 425518% of the shares held by the minority shareholders attending the meeting; 8810932 shares were opposed, accounting for the majority of minority shareholders attending the meeting
