Guohao law firm (Hangzhou)
About
Aupu Home Style Corporation Limited(603551)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Hangzhou)
About
Aupu Home Style Corporation Limited(603551)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Aupu Home Style Corporation Limited(603551)
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) is entrusted by Aupu Home Style Corporation Limited(603551) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of the company in 2022 (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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the governance standards for listed companies (revised in 2018) (hereinafter referred to as the “governance standards”), and other laws Administrative regulations, normative documents, the articles of association of Aupu Home Style Corporation Limited(603551) (hereinafter referred to as the “articles of association”) and the rules of procedure of Aupu Home Style Corporation Limited(603551) general meeting of shareholders (hereinafter referred to as the “rules of procedure of general meeting of shareholders”) in force, on the convening and opening procedures, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting Issue legal opinions on voting results and other matters.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting of the company, reviewed the originals and copies of relevant documents provided by the company, including but not limited to various agenda and relevant resolutions of the company, and listened to the statements and explanations of the company on relevant facts. The company has promised the exchange that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
Our lawyers only express legal opinions according to the facts existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. In this legal opinion, our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting and the legitimacy and validity of the voting results, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
This legal opinion is only used for the purpose of witnessing the shareholders’ meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company’s general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers issue the following legal opinions:
1、 On the convening and convening procedures of the general meeting of shareholders
(I) on January 6, 2022, the board of directors of the company published in the securities times, Securities Daily, China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) The notice of Aupu Home Style Corporation Limited(603551) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) is published on the website. The notice of the meeting specifies the time, place, convener, convening and voting methods of the shareholders’ meeting, matters to be considered at the meeting, participants, registration methods and contact information of the meeting, and explains that the shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights. Due to the combination of on-site voting and online voting, the company also made clear the voting time, voting procedures and other related matters of online voting in the meeting notice.
(II) the on-site meeting of the company’s general meeting of shareholders was held in the company’s conference room at 14:30 on Friday, January 21, 2022. Chairman Fang James presided over the general meeting of shareholders.
(III) the online voting of the general meeting of shareholders is conducted through the trading system and Internet voting system of Shanghai Stock Exchange. Online voting time: on January 21, 2022, the specific time for online voting through the trading system of Shanghai Stock Exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 21, 2022; The specific time for online voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 a.m. to 15:00 p.m. on January 21, 2022.
(IV) the actual time and place of the shareholders’ meeting of the company and the contents of the proposals discussed are consistent with those contained in the meeting notice.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders, the code of governance and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) according to the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are all shareholders holding the company’s shares registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors and directors of the company after the closing of the market on the afternoon of January 13, 2022 Senior management and witness lawyers employed by the company.
(II) according to the identity certificates, authorization certificates and relevant materials of shareholder registration of shareholders and shareholder agents attending the meeting on site, 14 shareholders attended the meeting on site and through the Internet, representing 296655864 voting shares, accounting for 73.2791% of the total voting shares of the company.
(III) some directors, supervisors, senior managers of the company and the witness lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
(IV) the convener of this general meeting of shareholders is the board of directors of the company.
After verification, the lawyers of the firm believe that the attendees and conveners of the general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders, and these attendees and conveners are qualified to attend and convene the general meeting of shareholders. The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) the shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the reviewed proposals by combining on-site voting and online voting. After the on-site voting was completed, the shareholders’ representatives, the company’s supervisors and the lawyers of the exchange counted and monitored the votes in accordance with the procedures specified in the articles of association and the rules of procedure of the shareholders’ meeting, and counted the voting results. Online voting is conducted through the trading system and Internet voting system of Shanghai stock exchange according to the time period determined in the meeting notice. Shanghai Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting, and counted the votes of shareholders of small and medium-sized investors separately to form the final voting result of the general meeting of shareholders.
(II) voting results of the general meeting of shareholders
1. The proposal on loan extension and related party transactions to holding subsidiaries was deliberated and adopted
Voting: 278846352 shares were approved, accounting for 99.9550% of the total number of valid voting shares held by shareholders attending the meeting; Against 125300 shares, accounting for 0.0450% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0 of the total number of valid voting shares held by shareholders attending the meeting.
Among them, the voting situation of minority investor shareholders attending the meeting was: 30256903 shares were agreed, accounting for 99.5875% of the voting rights held by minority investor shareholders attending the meeting; Against 125300 shares, accounting for 0.4125% of the voting rights held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting rights held by minority investor shareholders attending the meeting.
Zhoushan Wenze investment management partnership (limited partnership), a shareholder associated with this proposal, abstained from voting.
2. Deliberated and passed the proposal on amending some articles of the articles of association
Voting: 296595964 shares were approved, accounting for 99.9798% of the total number of valid voting shares held by shareholders attending the meeting; Against 59900 shares, accounting for 0.0202% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0 of the total number of valid voting shares held by shareholders attending the meeting.
Based on the results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
All the proposals considered at the shareholders’ meeting were passed.
After verification, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders, the articles of association and the rules of procedure of general meeting of shareholders, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that:
The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders. The qualifications of participants, conveners, voting procedures and voting results of the general meeting of shareholders are legal and effective.
——The text of this legal opinion ends——
