Beijing deheheng (Guangzhou) law firm
Legal opinions on the first extraordinary general meeting of shareholders in 2022
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Beijing deheheng (Guangzhou) law firm
Legal opinion on Hisense Home Appliances Group Co.Ltd(000921) the first extraordinary general meeting of shareholders in 2022
Dehehhengzhenglv opinions (2022) No. 028 to: Hisense Home Appliances Group Co.Ltd(000921)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) issued by China Securities Regulatory Commission Beijing deheheng (Guangzhou) law firm accepts the entrustment of Hisense Home Appliances Group Co.Ltd(000921) (hereinafter referred to as " Hisense Home Appliances Group Co.Ltd(000921) " or "the company") as required by laws, regulations, rules and normative documents such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies (hereinafter referred to as "online voting rules") of Shenzhen Stock Exchange and the articles of Association (hereinafter referred to as "the articles of association"), Appoint a lawyer to attend the first extraordinary general meeting of shareholders in Hisense Home Appliances Group Co.Ltd(000921) 2022 (hereinafter referred to as "this meeting" or "this general meeting of shareholders") and issue this legal opinion.
For this legal opinion issued by our lawyer, our lawyer declares as follows:
1. Hisense Home Appliances Group Co.Ltd(000921) guarantees and promises that it has provided us with the true, accurate, complete and effective original written materials, copies, copies, written or oral statements necessary for this legal opinion, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment, omission, falsehood or misleading.
2. In accordance with the provisions of the securities law, 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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.
3. This legal opinion is only for the purpose of Hisense Home Appliances Group Co.Ltd(000921) the first extraordinary general meeting of shareholders in 2022. Our lawyers agree to announce this legal opinion together with other information disclosure materials of the shareholders' meeting.
Based on the above statement, our lawyers give the following legal opinions:
1、 Convener of this general meeting of shareholders and procedures for convening and convening
Upon the verification of our lawyers, Hisense Home Appliances Group Co.Ltd(000921) the shareholders' meeting was proposed and convened by the board of directors, and the notice of the shareholders' meeting was published on the media meeting the conditions specified by the CSRC (hereinafter referred to as the "media specified by the CSRC") on November 17, 2021. The time when the board of directors of the company issues the meeting notice shall comply with the provisions of the articles of association that the notice shall be given 15 days in advance for convening the extraordinary general meeting of shareholders. The meeting notice includes meeting time, meeting agenda, participants, meeting registration matters, online voting matters, etc.
According to the inspection of our lawyers, the shareholders' meeting adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 3:00 p.m. on January 19, 2022 in the conference room of the company's headquarters at No. 8, Ronggang Road, Ronggui street, Shunde District, Foshan City, Guangdong Province. Online voting: the 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 January 19, 2022; The time of voting through the Internet voting system is any time during 9:15-15:00 on January 19, 2022.
According to the agenda of the shareholders' meeting, the proposals submitted to the shareholders' meeting for deliberation are:
(I) review and approve the business cooperation framework agreement, the continuous connected transactions to be carried out under the agreement and the relevant annual caps.
(II) review and approve the financial services agreement and the major transactions and continuing connected transactions to be carried out under the agreement and the relevant annual caps.
(III) review and approve the proposal on electing Ms. Gao Yuling as executive director of the 11th board of directors of the company and determining her remuneration standard.
The above proposals are ordinary resolutions, which shall be adopted by more than half of the voting rights held by the voting shareholders or their agents attending the general meeting of shareholders. Qingdao Hisense Air Conditioning Co., Ltd., as an associated shareholder, avoids voting on the proposals (I) and (II) of the general meeting of shareholders, and does not accept the entrusted voting of other shareholders.
The content of the above proposal was published by the company on www.cn.cninfo.com on November 17, 2021 info. com. cn. The announcement on the resolution of the third extraordinary meeting of the eleventh board of directors in 2021, the announcement on the forecast of daily connected transactions in 2022, the announcement on the forecast of continuous connected transactions between the company and Hisense Group Finance Co., Ltd. in 2022, and the announcement on the resolution of the second meeting of the eleventh board of directors in 2021 issued on October 29, 2021, And listed in the notice of this shareholders' meeting.
The lawyers of the firm believe that the proposal and disclosure of various proposals considered at the general meeting of shareholders are in line with the provisions of laws, regulations and the articles of association. The meeting is held in accordance with the time, place, method and procedure of the announcement, and in line with the provisions of laws, regulations and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
1. After verification by our lawyers, the shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders are as follows: four shareholders (agents) attended the on-site meeting of the general meeting of shareholders, with 613147742 representative shares, accounting for 44.99% of the total share capital of the company. Of which:
(1) Attendance of domestic shareholders at the on-site meeting: 3 domestic shareholders (agents) and 520650797 representative shares, accounting for 57.65% of the total domestic shares of the company;
(2) Attendance of foreign shareholders at the on-site meeting: 1 foreign shareholder (agent) and 92496945 representative shares
The shareholders of domestic shares attending the general meeting of shareholders are the shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their agents as of the afternoon of January 12, 2022; The H-share shareholders attending this general meeting are the H-share shareholders of the company listed in the Hisense Home Appliances Group Co.Ltd(000921) register of shareholders at the end of business hours on January 12, 2022. The company will suspend the registration of H-share transfer from January 13, 2022 to January 19, 2022 (including the first and last two days).
2. According to the review of our lawyers, in addition to the shareholders and shareholders' agents of Hisense Home Appliances Group Co.Ltd(000921) , the directors, supervisors and senior managers of Hisense Home Appliances Group Co.Ltd(000921) and the vote supervisors appointed by ShineWing Certified Public Accountants (special general partnership) attended the on-site meeting.
Our lawyers believe that the qualification of shareholders (shareholders' agents) attending the on-site meeting meets the provisions of relevant laws and regulations and the articles of association, is legal and effective, and has the right to review and vote on the proposals of the general meeting of shareholders.
3、 On site voting procedures of the general meeting of shareholders
1. Upon the inspection of our lawyers, the shareholders attending the on-site meeting did not put forward new proposals at the meeting. The matters deliberated at this shareholders' meeting are consistent with the proposals announced by the Hisense Home Appliances Group Co.Ltd(000921) board of directors. There is no amendment to the proposals during the deliberation of the meeting. The proposals comply with the provisions of the company law, the rules of shareholders' meeting and the articles of association.
2. Upon the verification of the lawyers of the exchange, the general meeting of shareholders voted on the proposals submitted to the meeting for deliberation in a registered manner in accordance with the voting procedures specified in laws, regulations and the articles of association. The voting method shall comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3. After verification by the lawyers of the firm, the shareholders' representative and the company's supervisor were elected to count the votes at the shareholders' meeting, and ShineWing Certified Public Accountants (special general partnership) supervised the votes, and counted the voting results of the matters considered at the meeting. The meeting announced the voting results on the spot. The shareholders and their proxies present at the meeting raised no objection to the voting results. The procedure complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4、 Online voting of this shareholders' meeting
1. Provision of online voting system for general meeting of shareholders
According to the provisions of the online voting rules and the articles of association and the relevant announcements of the company holding the general meeting of shareholders, the shareholders of the company can not only vote on site, but also exercise their voting rights by online voting. The company provided an online voting platform for shareholders of the general meeting of shareholders. Shareholders can participate in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
2. Qualification of online voting shareholders and treatment of repeated voting
All shareholders registered on the equity registration date of the shareholders' meeting have the right to exercise their voting rights through the online voting system. The shareholders of the company choose either on-site voting or online voting. In case of repeated voting of the same share, the first valid voting result shall prevail.
3. Announcement of online voting
On November 17, 2021, the board of directors of the company announced the convening notice of the general meeting of shareholders on the media specified by the CSRC, clarifying the relevant online voting matters.
4. Voting statistics of online voting and combined on-site voting
The number of online voting votes and on-site voting votes of the general meeting of shareholders are included in the total number of voting rights of the general meeting of shareholders. Upon review, 72 shareholders participated in the online voting of the general meeting of shareholders, with 187806334 representative shares, accounting for 13.78% of the total share capital of the company.
After combining the number of on-site voting and online voting, 76 shareholders participated in the on-site voting and online voting of the general meeting of shareholders, representing 800954076 shares, accounting for 58.78% of the total share capital of the company, including 75 domestic stock shareholders (agents) attending the on-site and online voting, representing 708457131 shares, accounting for 78.44% of the total domestic shares of the company; One shareholder (agent) of foreign shares (H shares) attended the site, representing 92496945 shares, accounting for 20.13% of the total foreign shares of the company.
The qualification of online voting shareholders is verified by the system of Shenzhen Stock Exchange when they vote online. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders' representatives participating in online voting comply with laws, regulations, normative documents and the articles of association, our lawyers believe that the online voting of this general meeting of shareholders complies with the relevant provisions of the online voting rules and the articles of association, and the announcement, voting methods and statistics of voting results of online voting are legal and effective.
5、 Voting results
After the online voting of this shareholders' meeting, the company consolidated and counted the voting results of on-site voting and online voting. The three proposals submitted to the shareholders' meeting for deliberation are ordinary resolutions, which have been adopted by more than half of the voting rights held by the voting shareholders or their representatives attending the shareholders' meeting. Qingdao Hisense Air Conditioning Co., Ltd., as an associated shareholder, avoided voting on the resolutions (I) and (II) of the shareholders' meeting, and did not accept the entrusted voting of other shareholders. See the attached table statistical results of Hisense Home Appliances Group Co.Ltd(000921) 2022 first extraordinary general meeting of shareholders for the voting results of proposals.
6、 Concluding observations
In conclusion, our lawyers believe that Hisense Home Appliances Group Co.Ltd(000921) the convening and convening procedures, the qualifications of the convener, the qualifications of the participants and the voting procedures of the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the resolutions made are legal and effective.
Attachment: Hisense Home Appliances Group Co.Ltd(000921) statistical results of voting on each proposal of the first extraordinary general meeting of shareholders in 2022
This legal opinion is made in two originals without copies.
(this page is the signature page of the legal opinions of the first extraordinary general meeting of shareholders in Hisense Home Appliances Group Co.Ltd(000921) 2022, without text)
Beijing deheheng (Guangzhou) law firm
person in charge:
(Hou Yusheng)
Handling lawyer:
(Hua Qingchun) (Gao Degang) January 19, 2022
Attachment: Hisense Home Appliances Group Co.Ltd(000921) statistical results of the voting of the first extraordinary general meeting of shareholders in 2022
Number of votes (shares)
No. voting of ordinary resolution proportion of voting shares (%) agree to oppose abstention
Number of votes for deliberation and approval of the business cooperation framework agreement 284195406 01
