Beijing Jingshi law firm
about
Zhejiang Busen Garments Co.Ltd(002569)
Of the 2021 annual general meeting
Legal opinion
Beijing Jingshi law firm address: 1, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
Beijing Jingshi law firm
about
Zhejiang Busen Garments Co.Ltd(002569)
Of the 2021 annual general meeting
Legal opinion
To: Zhejiang Busen Garments Co.Ltd(002569)
Beijing Jingshi law firm (hereinafter referred to as “the firm”) serves as the perennial legal adviser of Zhejiang Busen Garments Co.Ltd(002569) (hereinafter referred to as “the company”), and is now 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”) and other laws and regulations on matters related to the company’s holding of the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) This legal opinion is issued in accordance with the relevant provisions of laws and regulations, the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and the Zhejiang Busen Garments Co.Ltd(002569) articles of Association (hereinafter referred to as the articles of Association).
The company has assured the exchange that the documents and materials provided by it for issuing this legal opinion are true, accurate, complete and free of major omissions.
Our lawyers participated in the whole process of the company’s shareholders’ meeting, reviewed the documents and materials related to the shareholders’ meeting provided by the company, and checked and verified the convening, convening procedures, qualification of attendees, voting procedures and other matters of the shareholders’ meeting.
The exchange issues this legal opinion based on the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents of China.
This legal opinion is only used by the company for the purpose of this shareholders’ meeting, and shall not be used for any other purpose or purpose.
The exchange agrees to take this legal opinion as the legal document for the announcement of the company’s general meeting of shareholders, and submit it to the stock exchange for examination and announcement together with other announcements of the company.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange expressed the following opinions on the relevant legal issues of the company’s general meeting of shareholders:
Beijing Jingshi law firm address: 1, 1000252, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing
Convening of this general meeting of shareholders:
The shareholders’ meeting was convened by the resolution of the 18th meeting of the 6th board of directors held on April 27, 2022. The convener is the board of directors of the company.
The board of directors of the company published the announcement of Zhejiang Busen Garments Co.Ltd(002569) on the notice of convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “meeting notice”) on cninfo.com on April 29, 2022. The notice of the meeting lists the time and place of the shareholders’ meeting, the proposals submitted to the meeting for deliberation, the qualifications of participants, the procedures for shareholders to participate in online voting, the registration method of the meeting and other matters, and fully discloses the proposals to be considered at the shareholders’ meeting in accordance with the rules of the shareholders’ meeting and the articles of association.
Convening of this general meeting of shareholders:
The general meeting of shareholders is held by combining on-site voting and online voting, including:
On site voting: shareholders present in person or entrust others to attend the on-site meeting of the general meeting of shareholders through a power of attorney. The on-site meeting was held at 14:30 p.m. on Friday, May 20, 2022 in the company conference room on the 13th floor of approval center, No. 9, Feiyunjiang Road, Shangcheng District, Hangzhou.
Online voting: shareholders vote online through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 a.m. on May 20, 2022.
After verification by our lawyers, the general meeting of shareholders was convened by the board of directors of the company. The date of publication of the notice of the meeting has reached 20 days from the date of the general meeting of shareholders. The actual time, place and other relevant matters of the general meeting of shareholders of the company are consistent with those notified in the notice of the general meeting of shareholders.
Our lawyers believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. 2、 Qualification of personnel attending the general meeting of shareholders
The lawyer of the firm checked the signatures and power of attorney and other relevant documents of the shareholders attending the meeting. Two shareholders and their agents attended the on-site meeting of the company’s general meeting, holding 39120000 shares of the company, accounting for 271648% of the total shares of the company; Through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange
Beijing Jingshi law firm address: 3, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
According to the online voting results obtained, a total of 1 shareholder participated in the online voting of the company’s general meeting of shareholders, holding 300000 shares of the company, accounting for 0.2083% of the total shares of the company. Accordingly, there are three shareholders and their proxies attending the general meeting of shareholders of the company, holding 39420000 shares of the company, accounting for 273731% of the total shares of the company. The above shareholders are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of May 17, 2022.
In addition, according to the verification of our lawyers, in addition to the above-mentioned shareholders and shareholders’ agents, some directors, supervisors and senior managers of the company and our lawyers attended the general meeting of shareholders as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. 3、 Contents to be considered at this shareholders’ meeting
The shareholders’ meeting deliberated on the proposals listed in the meeting notice. The specific proposals are as follows:
In addition to considering the above proposals, the shareholders’ meeting also heard the work report of the independent directors of the company.
The lawyers of the firm believe that the above-mentioned proposals considered by the company’s general meeting are consistent with the deliberation matters listed in the notice of convening the general meeting of shareholders. There is no amendment to the notified proposal or new proposal proposed by shareholders at the general meeting of shareholders. The deliberation of the above-mentioned proposals belongs to the scope of authority of the general meeting of shareholders of the company and is in line with the provisions of the company law and other relevant laws, regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
Beijing Jingshi law firm address: 4, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
The general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site voting shall be conducted according to the procedures specified in the articles of association and the rules of the general meeting of shareholders, and the votes shall be counted and monitored; Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system during the online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. submitted the statistical data file of online voting to the company. The shareholders’ meeting deliberated and adopted the following resolutions: 1. Work report of the board of directors in 2021
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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 voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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. 2. Work report of the board of supervisors in 2021
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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 voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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. 3. Proposal on the full text and summary of the company’s 2021 Annual Report
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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.
Beijing Jingshi law firm address: 5, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
Among them, the voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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. 4. Financial statement report of 2021
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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 voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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. 5. 2021 profit distribution plan
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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 voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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. Proposal on the company’s outstanding losses reaching one third of the total paid in share capital
Voting results: 39420000 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% 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.
Beijing Jingshi law firm address: 6, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
Among them, the voting of minority shareholders: 300000 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% 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.
After verification by the lawyers of the firm, the proposals considered at the general meeting of shareholders have been reviewed and approved by the shareholders and shareholders’ agents who have the right to vote at the on-site meeting of the general meeting of shareholders and through online voting.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective. 5、 Concluding observations
In conclusion, our lawyers believe that the convening, convening procedures, convener qualification, qualification of personnel attending the general meeting of shareholders, voting procedures and voting results of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the relevant resolutions deliberated and adopted at the general meeting of shareholders are legal and effective.
This legal opinion is made in two originals without copies.
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Beijing Jingshi law firm address: 7, Jingshi law building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing 100025
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingshi law firm on the Zhejiang Busen Garments Co.Ltd(002569) 2021 annual general meeting of shareholders)
Beijing Jingshi law firm
