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26th Floor, HKRI Taikoo Hui HKRI Centre, 288 Shimen 1st Road, Shanghai, China
Zip code: 200041
Tel: (86-21) 5298-5488
Fax: (86-21) 5298 5492
junhesh@junhe.com
About Canadian Solar Group Co., Ltd
Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2024
To: Canadian Solar Group Co., Ltd
JunHe Law Offices Shanghai Office (the "Firm") accepted shares of Canadian Solar
Co., Ltd. (hereinafter referred to as the "Company" or "Canadian Solar"), in accordance with the People's Republic of China
Company Law (hereinafter referred to as the "Company Law"), Securities Law of the People's Republic of China, Listed Companies
Rules of the General Meeting of Shareholders (hereinafter referred to as the "Rules of the General Meeting of Shareholders") and other laws, regulations and normative documents
(hereinafter referred to as the "Laws and Regulations") and the Articles of Association of Canadian Solar Group Co., Ltd. (hereinafter referred to as the "Laws and Regulations").
hereinafter referred to as the "Articles of Association"), in accordance with the generally recognized professional standards and ethics of the lawyer industry
Fan He, in the spirit of diligence and conscientiousness, made a proposal for the company's first extraordinary general meeting of shareholders in 2024 (hereinafter referred to as the "General Meeting of Shareholders
will") to issue this legal opinion.
For the purpose of issuing this legal opinion, the lawyer of the firm provided the company with information related to the general meeting of shareholders
Documents and facts were checked and verified. The lawyer of the firm will verify and verify the relevant documents provided by the company
In the course of the testimony, we assume that:
1. All signatures, seals and seals in documents provided to the Firm are authentic and authentic
The documents submitted to the Firm are true, accurate and complete;
2. All facts stated in the documents provided to the Firm are true, accurate and complete;
3. The signatories of the documents provided to the firm have full capacity for civil conduct and are signatories
Appropriate and valid authorizations have been obtained;
4. All photocopies submitted to the firm are consistent with the originals and the originals of these documents are genuine
True, complete, and accurate.
Prior to issuing this legal opinion, our lawyers declare the following:
Beijing Headquarters Tel: (86-10) 8519-1300 Shanghai Office Tel: (86-21) 5298-5488 Guangzhou Office Tel: (86-20) 2805-9088 Shenzhen Office Tel: (86-755) 2939-5288
Fax: (86-10) 8519-1350 Fax: (86-21) 5298-5492 Fax: (86-20) 2805-9099 Fax: (86-755) 2939-5289
Hangzhou Office Tel: (86-571) 2689-8188 Chengdu Office Tel: (86-28) 6739-8000 Xi'an Office Tel: (86-29) 8550-9666 Qingdao Office Tel: (86-532) 6869-5000
Fax: (86-571) 2689-8199 Fax: (86-28) 6739 8001 Fax: (86-532) 6869-5010
Dalian Office Tel: (86-411) 8250-7578 Haikou Office Tel: (86-898)3633-3401 Hong Kong Office Tel: (852) 2167-0000 New York Office Tel: (1-737) 215-8491
Fax: (86-411) 8250-7579 Fax: (86-898)3633-3402 Fax: (852) 2167-0050 Fax: (1-737) 215-8491
Silicon Valley Office Phone: (1-888) 886-8168 Seattle Office Phone: (1-425) 448-5090
Fax: (1-888) 808-2168 Fax: (1-888) 808-2168 www.junhe.com
1. The firm and its lawyers are engaged in securities legal business management in accordance with the Securities Law and the Law Firm
The Law and the Rules for the Practice of Securities Legal Business of Law Firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and that the conclusive opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2. This legal opinion is only about the convening and convening procedures of the general meeting of shareholders and the persons attending the general meeting of shareholders
The qualifications of the members, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the Articles of Association of the Company and whether the voting results are legal and valid to express their opinions, and do not express their opinions on the authenticity, accuracy or legality of the content of the proposals considered by the general meeting of shareholders and the relevant facts or data expressed in these proposals.
3. This legal opinion is only for the purpose of this general meeting of shareholders, and without the written consent of the firm, any
It may not be used for any other purpose.
Based on the above, our lawyers issue legal opinions on the facts that occurred on or before the date of the issuance of this legal opinion as follows:
1. On the convening and convening of the general meeting of shareholders
1. According to the company's announcement on September 24, 2024 on the Juchao Information Network, Canadian Solar
Notice of the Group Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024" and September 2024
In the "Announcement of Canadian Solar Group Co., Ltd. on the Postponement of the First Extraordinary General Meeting of Shareholders in 2024" (the above two announcements are collectively referred to as the "Notice of General Meeting of Shareholders") announced on the Juchao Information Network on the 30th, the board of directors of the company has notified all shareholders in the form of an announcement 15 days before the convening of this general meeting of shareholders.
2. The "Notice of the General Meeting of Shareholders" sets out the method of convening the general meeting of shareholders, the time of the meeting, the place of the meeting, the consideration of proposals, the object of attendance, the date of equity registration, etc., and the content of the notice conforms to the relevant provisions of the "Company Law", "Rules of the General Meeting of Shareholders" and the "Articles of Association". In addition, the board of directors of the company has announced the relevant meeting materials of this meeting.
3. The on-site meeting of this general meeting of shareholders will be held at 14:00 pm on October 16, 2024 in Suzhou, Jiangsu Province
The energy storage conference room on the first floor of Canadian Solar Energy Storage Technology Co., Ltd., No. 348 Lushan Road, Fengqiao Street, High-tech Zone, was held. this
In addition, the voting time of this meeting through the voting platform of the trading system is the trading time on October 16, 2024
segments, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; Voting through internet voting platforms
It will be from 9:15-15:00 on October 16, 2024. The time, place, and motions to be considered at the meeting
The content of the Notice of General Meeting of Shareholders is consistent. The convening of the general meeting of shareholders is made by the secretary of the board of directors of the company
The minutes of the meeting shall be signed and kept in accordance with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
To sum up, our lawyers believe that the convening and convening procedures of the shareholders' meeting are in accordance with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
2. On the qualifications and convener qualifications of the persons attending the general meeting of shareholders
1. According to the statistical data of shareholders (and shareholders' representatives) attending the on-site meeting and relevant verification documents provided by the company, as well as the statistical data of the online voting of the shareholders' meeting provided by SSE Information Network Co., Ltd., a total of 367 shareholders and shareholders' representatives attended the shareholders' meeting, representing 2,843,254,296 voting shares, accounting for 78.1873% of the company's total voting shares (calculated by rounding to four decimal places). Our lawyers have verified the identity certificates, certificates of shareholding and power of attorney (if applicable) of the shareholders or shareholders' representatives attending the on-site meeting, and their qualifications to attend the meeting are legal and valid. The qualifications of shareholders participating in online voting shall be verified by SSE Information Network Co., Ltd.
2. In addition to the above-mentioned shareholders and shareholders' representatives who attended the general meeting of shareholders, the company's directors, supervisors, senior managers and lawyers of the firm attended or attended the on-site meeting of the general meeting of shareholders.
3. According to the Notice of the General Meeting of Shareholders, the convener of the General Meeting of Shareholders is the Board of Directors of the Company. As the convener of the general meeting of shareholders, the board of directors is in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
In summary, our lawyers believe that the qualifications of the personnel attending the shareholders' meeting and the qualifications of the convener of the shareholders' meeting comply with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
3. About the voting procedures and voting results of the general meeting of shareholders
1. The general meeting of shareholders adopts a combination of on-site voting and online voting.
The shareholders and shareholders' representatives attending the on-site meeting voted on the proposals listed in the Notice of General Meeting of Shareholders by registered ballot. The general meeting of shareholders shall count and scrutinize votes in accordance with the procedures stipulated in the Rules of the General Meeting of Shareholders and the Articles of Association. The shareholders and shareholders' representatives who attended the on-site meeting of the shareholders' meeting did not raise any objections to the voting results in the on-site meeting.
In addition to the above-mentioned voting through on-site meetings, the company also provides all shareholders with a voting platform in the form of an online form through the trading system of the Shanghai Stock Exchange and the Internet voting system of the Shanghai Stock Exchange. After the end of the online voting of the general meeting of shareholders, Shanghai Securities Information Co., Ltd. provided the voting statistics of the online voting of the general meeting of shareholders.
2. After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting in accordance with the relevant rules. According to the voting results after the consolidated statistics, the voting situation of the general meeting of shareholders is as follows:
The result of the vote
Serial number Content of the proposal Consent votes are valid
Affirmative votes, voting shares, negative votes, abstentions
Non-cumulative voting motions
About the Company
< 2024 Restriction on all shareholders: Accounting for all shareholders present at the meeting:
1. 547,219,478 shares; East: 99.8997%; 478,994 shares; 70,103
Plans (draft) > and small and medium-sized investors: Accounted for the small and medium-sized investment shares of the small and medium-sized investment present at the meeting
547,219,478 Shareholders 99.8997% Shares: 478,994 Shares
Case》
About the Company
< 2024 Restriction on all shareholders: Accounting for all shareholders present at the meeting:
2 stock incentives totaling 547,213,978 shares; East: 99.8987%; 478,244 shares; 76,353
Planned and implemented assessment management Among them, small and medium-sized investors: accounted for the small and medium-sized investment shares of the small and medium-sized investment present at the meeting
Proposal > 547,213,978 shares Investors: 99.8987% Shares: 478,244 shares
Case》
On the Submission Unit
The General Assembly authorized all shareholders of Dong to: account for all shareholders attending the meeting:
547,208,123 shares of the company; East: 99.8976%; 481,977 shares; 78,475
3 2024 Restricted Minority Investors: Accounted for the small and medium-sized investment shares of the small and medium-sized investors present at the meeting
Stock Incentive Plan 547,208,123 shares Capital: 99.8976% Shareholder: 481,977 shares
Discussion on related matters
Case》
《About the use of all shareholders of the department: accounting for all shareholders attending the meeting:
4 points of over-raised funds of 2,842,963,985 shares; East: 99.9897 %; 188,575 shares; 101,736
Replenishment of liquidity for a long time Among them, small and medium-sized investors: accounted for the small and medium-sized investment shares of the small and medium-sized investors attending the meeting
547,478,264 shares Investors: 99.9470% Shares: 188,575 shares
Proposal 1 "Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft)" and Proposal 2 "Measures for the Management of the Implementation of the Company's < 2024 Restricted Stock Incentive Plan>Proposal 3 "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2024 Restricted Stock Incentive Plan" are related party transactions, and related shareholders have recused themselves from voting.
In summary, our lawyers believe that the voting procedures and voting results of this shareholders' meeting are in accordance with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association.
Concluding remarks
To sum up, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the relevant provisions of laws, regulations and the Articles of Association; The qualifications of the persons attending the meeting, the qualifications of the convener, the voting procedures of the meeting, and the voting results are legal and valid.
The firm agrees to announce this legal opinion with the resolution of the company's general meeting of shareholders in accordance with the relevant regulations.
The original of this legal opinion shall be in duplicate and shall take effect after being stamped by the firm and signed by the handling lawyer.
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