Beijing Deheng (Hangzhou) law firm on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Tel: 0571-8650808 Fax: 0571-87357755 zip code: 310020
10 / F, Huafeng international business building, 200 Xinye Road, Shangcheng District, Hangzhou
Beijing Deheng (Hangzhou) law firm
About Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Entrusted by Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”), Beijing Deheng (Hangzhou) law firm appointed lawyer Liu Xiuhua and lawyer Zheng Shufei (hereinafter referred to as “the lawyer”) to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and witnessed the legitimacy of the general meeting of shareholders and issued legal opinions.
This legal opinion is issued 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, the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders 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, We will not comment on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of 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 and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law, the lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On December 29, 2021, the 33rd meeting of the third board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of the company in 2022, and decided to convene the first extraordinary general meeting of the company in 2022 on January 14, 2022.
After verification by the lawyers of the firm, the board of directors of the company published the securities times and cninfo (www.cn. Info. Com. CN.) on December 29, 2021 The notice on convening the general meeting of shareholders was issued, and the relevant matters discussed at the general meeting of shareholders were announced. The company has fully disclosed the contents of the proposal in accordance with relevant regulations. The shareholders’ meeting did not veto or modify the proposal, and no new proposal was submitted for voting. The proposal considered at the meeting was consistent with the notice proposal.
The shareholders’ meeting was held by combining on-site voting and online voting. Among them, the on-site meeting of the shareholders’ meeting was held as scheduled at 14:45 p.m. on January 14, 2022 at 18 / F, building a, No. 359 Shuxin Road, Yuhang District, Hangzhou City, Zhejiang Province, presided over by Mr. Chen Jian, chairman; The online voting time of the general meeting of shareholders is January 14, 2022, of which the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9 a.m. on January 14, 2022; 30-11.30, and 13:00-15:00; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 14, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
The equity registration date of this shareholders’ meeting is January 11, 2022. According to the registration data of the company’s shareholders attending the meeting and the data provided by Shenzhen Securities Information Co., Ltd., there were 5 shareholders and shareholders’ agents voting at the general meeting, and the number of voting shares held by them was 50590122, accounting for 39.6303% of the total share capital of the company. Among them, 3 shareholders and their proxies attended and voted at the on-site meeting, holding 41205846 shares with voting rights, accounting for 32.2790% of the total share capital of the company; Two shareholders participated in online voting, holding 9384276 shares with voting rights, accounting for 7.3513% of the total share capital of the company. There were 2 minority shareholders attending the meeting, holding 2110667 shares with voting rights, accounting for 1.6534% of the total shares of the company
Some directors and supervisors of the company attended the shareholders’ meeting, and some senior managers and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates.
The convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the attendees and conveners of the general meeting of shareholders comply with the provisions of the company law and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts on-site voting and online voting in accordance with relevant laws, regulations, normative documents and the articles of association. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number and statistics of this online voting.
The general meeting of shareholders shall vote and monitor votes according to the procedures specified in the articles of association, and the voting results of on-site voting and online voting shall be combined and counted.
(II) voting results
After verification by our lawyers, the shareholders and their proxies attending the shareholders’ meeting voted on the proposal included in the agenda of the shareholders’ meeting.
There are 3 proposals included in the agenda of the shareholders’ meeting, and the voting is as follows:
1. The proposal on the general election of the company’s board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted, and the members of the Fourth Board of directors of the company were elected by cumulative voting at the general meeting. The voting results of the election were as follows:
(1) Elect Mr. Chen Jian as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(2) Elect Ms. Chen Ying as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(3) Elect Mr. Chen genqing as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(4) Elect Mr. Gong Mingyong as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is as follows: 2110667 shares are agreed, accounting for 100% of the shares held by minority shareholders attending the meeting.
(5) Elect Mr. Zhu Jun as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(6) Elect Mr. Zhou Junhui as a non independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
2. The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted, and the members of independent directors of the Fourth Board of directors of the company were elected by cumulative voting at the general meeting. The voting results of the election were as follows:
(1) Elect Mr. Zhang Yaohui as an independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(2) Elect Mr. Wu Xiongwei as an independent director of the Fourth Board of directors of the company: the agreed shares are 50590122 shares.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
(3) Mr. Jin Xinhua was elected as an independent director of the Fourth Board of directors of the company: 50590122 shares were agreed.
Among them, the voting situation of minority shareholders (excluding the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is: 2110667 shares are agreed.
3. The proposal on the general election of the company’s board of supervisors and the nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors was deliberated and adopted. The voting results are as follows:
50590122 shares, accounting for 100.0000% 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 (excluding directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]) is as follows: 2110667 shares are agreed, accounting for 100.0000% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 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 our lawyers, the above proposals considered at the general meeting of shareholders have been passed.
The lawyers of the firm believe that the voting procedures and results of the general meeting of shareholders comply with the provisions of the company law and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, the consistency of the proposals deliberated with the meeting notice, the voting procedures and voting results of the company’s general meeting of shareholders are in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and the articles of association, The resolutions formed at this shareholders’ meeting are legal and valid.
This legal opinion is made in duplicate, which shall come into force after being sealed by the office and signed by the undertaking lawyer.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Deheng (Hangzhou) law firm on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) the first extraordinary general meeting of shareholders in 2022)
Beijing Deheng (Hangzhou) law firm
person in charge:
Xia Yongjun
Attorney in charge:
Xiu Hua Liu
Attorney in charge:
Zheng Shufei
specific date
