20th floor, China Resources Building, No. 8, Jianguomen North Street, Beijing
Postal Code: 100005
Tel: (86-10) 8519-1300
Fax: (86-10) 8519-1350
Beijing JUNHE law firm
About Hainan Development Holdings Nanhai Co.Ltd(002163)
Legal opinions of the second extraordinary general meeting of shareholders in 2022
To: Hainan Development Holdings Nanhai Co.Ltd(002163)
Beijing JUNHE law firm (hereinafter referred to as “the firm”) accepts the entrustment of Hainan Development Holdings Nanhai Co.Ltd(002163) (hereinafter referred to as “the company”), The handling lawyer of the firm was assigned to attend the on-site meeting of the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company in the conference room on the 17th floor of xinbaohui building, 2061 Nanhai Avenue, Nanshan District, Shenzhen on January 24, 2022. Now, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other current laws of China (for the purpose of this legal opinion, “China” does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) This legal opinion is issued on relevant matters of this general meeting of shareholders in accordance with the relevant provisions of regulations and normative documents (hereinafter referred to as “laws and regulations”), the articles of association of Hainan Development Holdings Nanhai Co.Ltd(002163) (hereinafter referred to as “the articles of association”) and the rules of procedure of Hainan Development Holdings Nanhai Co.Ltd(002163) general meeting of shareholders.
The handling lawyer of the firm shall issue legal opinions based on the facts that have occurred before the date of issuance of this legal opinion and the understanding of the handling lawyer of the firm on relevant facts and laws and regulations. The handling lawyer of the office only gives legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the voting procedures and voting results of the general meeting of shareholders, and does not give opinions on the contents of the proposal of the general meeting of shareholders, the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose or purpose. The exchange agrees that the company can take this legal opinion as the announcement material of the company’s general meeting of shareholders and disclose it to the public together with other information to be announced. The exchange shall bear legal responsibility for the legal opinion published therein in accordance with the law.
The handling lawyer of the firm has verified and verified the relevant documents and materials provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and witnessed the general meeting of shareholders in accordance with the law. In the process of the handling lawyer of the firm checking the relevant documents provided by the company, the firm assumes that:
1. All signatures, seals and seals in the documents provided to the exchange are true, and all documents submitted to the exchange as originals are true, accurate and complete;
2. All facts stated in the documents provided to the exchange are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. All copies provided to the exchange are consistent with the original, and the originals of these documents are true, accurate and complete;
5. All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
Based on the above, the legal opinions issued by the handling lawyer of the office are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
（1） The general meeting of shareholders is convened by the board of directors of the company (hereinafter referred to as “the board of directors”). The board of directors announced the notice of Hainan Development Holdings Nanhai Co.Ltd(002163) on convening the second extraordinary general meeting of shareholders in 2022 on cninfo.com on January 8, 2022.
（2） The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on January 24, 2022 in the conference room on the 17th floor of xinbaohui building, 2061 Nanhai Avenue, Nanshan District, Shenzhen. It was presided over by Mr. Zhu Qianghua, chairman of the company.
（3） The specific time for online voting through the trading system of Shenzhen Stock Exchange at the shareholders’ meeting is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 24, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 24, 2022.
Based on the above, the handling lawyer of the exchange believes that the convener, host, time, method and content of the notice of the general meeting of shareholders comply with the provisions of relevant laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company.
2、 On the qualifications of the personnel attending the general meeting of shareholders
（1） Personnel attending on-site meetings
According to the register of shareholders provided by the company, the signature book of shareholders and shareholders’ agents attending the meeting and the power of attorney of relevant shareholders, and verified by the lawyer in charge of the exchange, there are 7 shareholders and / or shareholders’ agents attending the on-site meeting of the general meeting of shareholders, and the total number of representative shares on the equity registration date is 23771619 shares, accounting for 29.5832% of the total share capital of the company.
In addition to the above shareholders and / or shareholders’ agents attending the general meeting of shareholders, the directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders, and other senior managers and the handling lawyers of the exchange attended the general meeting of shareholders as nonvoting delegates.
Based on the above, the handling lawyer of the exchange believes that the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders meet the relevant provisions of laws, regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company.
（2） People participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., during the online voting period determined by the general meeting of shareholders, 27 shareholders voted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, representing 3178100 shares of the company, accounting for 0.3955% of the total share capital of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the trading system of Shenzhen Stock Exchange and the Internet voting system.
3、 Voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts a combination of on-site voting and online voting. The votes of the on-site meeting of the general meeting of shareholders were counted and monitored by the representatives of shareholders, supervisors and the handling lawyers of the office. After the online voting of this shareholders’ meeting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of this online voting.
Based on the combined statistics of the voting results of on-site voting and online voting, the following proposals were considered and adopted at the shareholders’ meeting: 1 Proposal on the estimated daily amount of connected transactions of the company in 2022
Based on the above, the handling lawyer of the exchange believes that the voting procedures of the general meeting of shareholders comply with the relevant provisions of laws, regulations, the articles of association and the rules of procedure of the general meeting of shareholders of the company, and the voting results are legal and effective.
4、 Conclusion
To sum up, the handling lawyer of the firm believes that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of attendees, the qualifications of conveners and the voting procedures of the general meeting of shareholders comply with the provisions of laws, regulations, the articles of association and the rules of procedure of the general meeting of shareholders, and the voting results are legal and effective.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing JUNHE law firm on the second extraordinary general meeting of shareholders in Hainan Development Holdings Nanhai Co.Ltd(002163) 2022)
Head of Beijing JUNHE law firm:
Hua Xiaojun
Handling lawyer:
Fang Zibin
Handling lawyer:
Gao Yan
January 24, 2022
