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To: Hunan Jiangnan Red Arrow Co., Ltd.
Beijing Junzejun Law Firm (hereinafter referred to as “the Firmâ€) was commissioned by Hunan Jiangnan Red Arrow Co., Ltd. (hereinafter referred to as “the companyâ€) to assign our lawyers to attend the company's 2013 third extraordinary shareholders meeting and issue This legal opinion.
In order to issue this legal opinion, our lawyers attended the company's third extraordinary shareholders meeting in 2013, and in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law", "Rules for the Rules of Shareholders' Meeting of Listed Companies" (hereinafter referred to as "Rules of the General Meeting of Shareholders"), "Administrative Measures for Law Firms Engaged in Securities Law Business" and other requirements of laws, regulations and normative documents, and "Hunan Jiangnan Red Arrow" The Articles of Association of the Company Limited (hereinafter referred to as the “Articles of Associationâ€), in accordance with the recognized business standards, ethics and diligence of the lawyer industry, consulted the documents that the lawyers of the firm believe must be consulted for the legal opinions, and the company’s general meeting of shareholders The convening and convening procedures, the qualifications of the attendees, the voting methods, and the legality and effectiveness of the voting procedures were carefully checked.
The company has assured the Exchange that the documents and materials it needs to provide this legal opinion are true, accurate and complete, and there are no major omissions.
The lawyers of the firm agreed to make this legal opinion as the necessary legal documents of the company's general meeting of shareholders, and to bear corresponding responsibility for this legal opinion according to law.
I. Convening and convening procedures of this general meeting of shareholders
1. After verification, the convening proposal of this meeting was approved by the board of directors of the company on the 13th meeting of the 8th Board of Directors of the Beijing Junzejun Law Firm on December 13, 2013.
2. On December 16, 2013, the company announced the notice on the convening of this general meeting of shareholders on the websites of China Securities Journal, Securities Times and Shenzhen Stock Exchange. The notice listed the time, place, method of meeting, object of attendance, method of registration of the meeting, etc., and fully disclosed the issues to be considered at this general meeting in accordance with the requirements of the Rules of the General Meeting of Shareholders.
3. On December 31, 2013, the on-site meeting of the shareholders' meeting was held as scheduled. Mr. Zhang Zhenhua, the chairman of the company, presided over the shareholders' meeting.
Accordingly, our lawyers believe that the convening, notification, convening and convening procedures of the company's shareholders meeting are in compliance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
2. Convener of the shareholders meeting and qualifications of attending the meeting
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. After verification, the lawyers of the firm are registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., which is registered with the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on the afternoon of December 26, 2013. The identity verification documents and the authorization documents of the shareholders attending the on-site meeting of the shareholders meeting or their entrusted agents were reviewed, and a total of 1 shareholder, shareholder representative and agent entrusted agent attending the meeting were confirmed, holding shares 265,978,307 Shares, accounting for 36.04% of the company's total voting shares.
3. Some directors, supervisors and secretary of the board of directors attended the shareholders meeting. Some senior management personnel of the company and our lawyers attended the shareholders meeting.
Our lawyers believe that the convener of the shareholders meeting and the qualifications of the attendees are in compliance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
3. Shareholder qualifications and proposal procedures for the provisional proposal at this general meeting of shareholders
There is no provisional proposal at this general meeting.
Fourth, the voting procedure of this general meeting of shareholders
Upon verification, the shareholders or entrusted agents attending the meeting voted on the items listed in the notice of this meeting on a case-by-case basis:
1. Review the "Proposal on Formulation"
Shareholders or attorneys attending the meeting held a total of 265,978,307 valid voting rights.
Voting results: 265,978,307 shares were agreed, accounting for 100% of the total voting shares of the meeting; against 0 shares; abstaining from 0 shares.
2. Review the Proposal on Changing the Company's Annual Auditing Organization
Shareholders or attorneys attending the meeting held a total of 265,978,307 valid voting rights.
Voting results: 265,978,307 shares were agreed, accounting for 100% of the total voting shares of the meeting; against 0 shares; abstaining from 0 shares.
3. Review of the Proposal on Capital Increase of China South Diamond Co., Ltd.
Shareholders or attorneys attending the meeting held a total of 265,978,307 valid voting rights.
Voting results: 265,978,307 shares were agreed, accounting for 100% of the total voting shares of the meeting; against 0 shares; abstaining from 0 shares.
Accordingly, our lawyers believe that the voting procedures of this meeting are in line with the provisions of the Company Law and the Articles of Association.
V. Conclusions
In summary, our lawyers believe that the convening, convening and voting procedures of the company's third extraordinary shareholders meeting in 2013 are in compliance with the provisions of the Securities Law, the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association. Both the convener and the attendees have legal and valid qualifications. The voting procedures and voting results of this general meeting are legal and valid.
The original of this legal opinion is in triplicate.
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(There is no text on this page, it is the signature page of "The Legal Opinion on the Third EGM of Hunan Jiangnan Red Arrow Co., Ltd. 2013")
Beijing Junzejun Law Firm
December 31, 2013
Jiangnan Red Arrow: Junzejun Law Firm Legal Opinion
Summary of the legal opinion of Beijing Junzejun Law Firm on the third extraordinary shareholders meeting of Hunan Jiangnan Hongjian Co., Ltd. in 2013: Hunan Jiangnan Hongjian Co., Ltd. Beijing Junzejun Law Firm (hereinafter referred to as “ The Institute") accepts Hunan Jiangnan Red Arrow Co., Ltd....
Legal opinion of Beijing Junzejun Law Firm on the third extraordinary shareholders meeting of Hunan Jiangnan Hongjian Co., Ltd. in 2013