Beijing Jinkai (Chengdu) law firm
about
Sichuan Anning Iron And Titanium Co.Ltd(002978) the first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Beijing Jinkai (Chengdu) law firm
Room 805, South Tower, poly center, No. 7, consulate Road, Wuhou District, Sichuan, Chengdu, China
Tel: 028-8529 3955 Fax: 028-8529 3885
website: http://www.jklawyers.cn.
Beijing Jinkai (Chengdu) law firm
About Sichuan Anning Iron And Titanium Co.Ltd(002978)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Sichuan Anning Iron And Titanium Co.Ltd(002978)
Entrusted by Sichuan Anning Iron And Titanium Co.Ltd(002978) (hereinafter referred to as "the company"), Beijing Jinkai (Chengdu) law firm (hereinafter referred to as "the firm") appointed lawyer Deng Yu and lawyer Jin Jiajun (hereinafter referred to as "the firm's lawyer") to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting"). 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") 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 the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The governance standards for listed companies (hereinafter referred to as the "governance standards") and the implementation rules for online voting of shareholders' meetings of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents and the relevant provisions of the Sichuan Anning Iron And Titanium Co.Ltd(002978) articles of Association (hereinafter referred to as the "articles of association") issued by Shenzhen Stock Exchange, Witness the relevant matters of this shareholders' meeting and issue this legal opinion according to law.
In order to issue this legal opinion, our lawyers consulted the documents related to the shareholders' meeting provided by the company and listened to the statements and explanations of the company on relevant matters. The company has promised that the relevant documents and statements and explanations provided to the exchange are true, accurate and complete without any false records, misleading statements or major omissions.
The lawyers of the firm only express legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants, the voting procedures and voting results of the meeting based on the facts that have occurred or exist before the date of issuance of this legal opinion, relevant Chinese laws, regulations, normative documents and the articles of association. Our lawyers do not express legal opinions on the contents of the proposal and the authenticity, accuracy and completeness of the facts and data involved in the proposal.
This legal opinion is only for the purpose of this shareholders' meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company can use this legal opinion as the announcement material of the company's shareholders' meeting and disclose it to the public together with other information to be announced.
In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On January 10, 2022, the company held the 15th meeting of the 5th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On January 12, 2022, the board of directors of the company held a meeting on cninfo.com（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the general meeting") was issued. The notice of the general meeting specifies the convener of the shareholders' meeting, the time of the meeting, the place of the on-site meeting, the voting method of the meeting, the participants of the meeting, the matters to be considered at the meeting, the registration method of the meeting, the contact information of the meeting and other matters, and explains that the shareholders have the right to attend the shareholders' meeting in person or entrust the shareholders' Representative (or agent) to exercise the voting right. As the shareholders' meeting adopts the combination of on-site voting and online voting, the company also makes clear the voting time, voting procedures and other relevant matters of online voting in the notice of the general meeting.
The shareholders' meeting was held in the conference room on the third floor of the company's office building, No. 197 Anning Road, Miyi County, Panzhihua City, Sichuan Province at 15:00 on January 27, 2022. The meeting was presided over by Luo Yangyong, chairman of the company.
The specific time of online voting through the trading system of Shenzhen 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 27, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on January 27, 2022.
The lawyers of the firm believe that the actual time and place of the company's shareholders' meeting and the contents of the proposals considered are consistent with the notice of the general meeting, and the convening and convening procedures of the company's shareholders' meeting are in line with the provisions of the company law, the rules of the shareholders' meeting, the governance code and other current effective laws, regulations, normative documents and the articles of association.
2、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of relevant laws, regulations, normative documents and the articles of association.
Our lawyer believes that the qualification of the convener of this general meeting of shareholders is legal and valid.
3、 Qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate, legal representative certificate and / or power of attorney of the legal person shareholders attending the shareholders' meeting, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders' meeting, It is confirmed that there are 4 shareholders and shareholders' representatives (or agents) attending the on-site meeting of the general meeting of shareholders. The number of shares of the company with voting rights is 306028800, accounting for 76.3164% of the total shares of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 6 shareholders participating in the online voting of the general meeting of shareholders, representing 178775 shares with voting rights of the company, accounting for 0.0446% of the total shares of the company.
There are 10 shareholders and shareholder representatives (or proxies) attending the on-site meeting and online voting, and 306207575 shares of the company representing the voting rights, accounting for 76.3610% of the total shares of the company. Among them, there are 8 shareholders (hereinafter referred to as "small and medium-sized investors") except those who individually or jointly hold more than 5% of the shares of the listed company and the directors, supervisors and senior managers of the company, representing 207575 voting shares of the company, accounting for 0.0518% of the total shares of the company.
The directors, supervisors, senior managers and lawyers of the company also attended and attended the shareholders' meeting as nonvoting delegates.
The identity of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders has been verified by Shenzhen Securities Information Co., Ltd., and our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with relevant laws, administrative regulations, normative documents and the articles of association, The lawyers of the firm believe that the qualification of the meeting personnel attending and attending the general meeting of shareholders as nonvoting delegates meets the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.
4、 Deliberation items and voting procedures of the general meeting of shareholders
The proposal of this shareholders' meeting is the same as the notice of the general meeting, and there is no other situation of modifying the original proposal or proposing an interim proposal. The general meeting of shareholders will vote by combining on-site voting and online voting. The on-site meeting voted on the relevant proposals listed in the notice of the general meeting item by item by means of on-site voting. The online voting was conducted through the online voting system according to the time period determined in the notice of the general meeting. After the online voting, Shenzhen Securities Information Co., Ltd. provided the online voting results to the company. Shareholders' representatives, supervisors' representatives and lawyers of the firm jointly monitored and counted the votes of on-site voting, and combined and counted the voting results of on-site voting and online voting. The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site voting and online voting, and announced the adoption of the proposal according to the voting results. The voting results of this shareholders' meeting are as follows:
1. Proposal on the estimation of the company's daily connected transaction quota in 2022
Voting results: 306207075 shares were approved, accounting for 99.9998% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 207075 shares are agreed, accounting for 99.7591% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.2409% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
According to the above voting results, the proposal was passed.
2. Proposal on Directors' remuneration scheme
Voting results: 306207075 shares were approved, accounting for 99.9998% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 207075 shares are agreed, accounting for 99.7591% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.2409% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
According to the above voting results, the proposal was passed.
3. Proposal on the remuneration scheme of supervisors
Voting results: 306207075 shares were approved, accounting for 99.9998% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 207075 shares are agreed, accounting for 99.7591% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.2409% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
According to the above voting results, the proposal was passed.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant laws, regulations, normative documents and the articles of association of China, and are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The qualification of the personnel attending the shareholders' meeting is legal and valid, and the voting rights held by the shareholders and their representatives (or agents) attending the shareholders' meeting meet the legal amount; The voting procedures and results of this shareholders' meeting are in line with the provisions of laws, regulations and the articles of association, and the resolutions adopted are legal and effective.
The original of this legal opinion is made in duplicate, which shall come into force after being signed by the handling lawyer of this office and sealed by this office. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jinkai (Chengdu) law firm on the first extraordinary general meeting of shareholders in Sichuan Anning Iron And Titanium Co.Ltd(002978) 2022)
Person in charge (signature): Handling lawyer (signature): Deng Yu
Jin Jiajun
specific date
