Beijing Deheng (Taiyuan) law firm
About Shanxi Huayang New Materialco.Ltd(600281)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Add: 26th floor, building T4, China Resources Building, No. 1, Changxing Road, Changfeng business district, Taiyuan, Shanxi
Tel: 0351-8395811 Fax: 0351-8395822 zip code: 030006
Beijing Deheng (Taiyuan) law firm
About Shanxi Huayang New Materialco.Ltd(600281)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
To: Shanxi Huayang New Materialco.Ltd(600281)
Entrusted by Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company”), Beijing Deheng (Taiyuan) law firm (hereinafter referred to as “the firm”) appointed lawyer Zhai Ying and Lawyer Zhang Xiaoyang to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), to witness the legitimacy of the general meeting of shareholders and give legal opinions.
This legal opinion is 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 other relevant laws, regulations and normative documents, as well as the Shanxi Huayang New Materialco.Ltd(600281) articles of Association (hereinafter referred to as the “articles of association”) Issued in accordance with the Shanxi Huayang New Materialco.Ltd(600281) rules of procedure of the general meeting of shareholders (hereinafter referred to as the “rules of the general meeting of shareholders”).
In order to issue this legal opinion, our lawyer reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the securities law and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. The legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
1. On January 13, 2022, the board of directors of your company published the notice of Shanxi Huayang New Materialco.Ltd(600281) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice) on the media such as Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange. The notice lists the time, place, convener, method, participants, matters to be considered and registration method of the shareholders’ meeting.
2. The shareholders’ meeting of your company was held as scheduled at 14:30 p.m. on January 28, 2022 in the company’s conference room. The meeting was presided over by Mr. Feng Zhiwu, chairman of the company.
3. After verification, the proposal of the general meeting of shareholders belongs to the scope of deliberation of the general meeting of shareholders, and the time, place, method and deliberation items of the meeting are consistent with those listed in the notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. A total of 2 Shareholders and their proxies attended the shareholders’ meeting, representing 223660239 shares with voting rights, accounting for 43.48% of the total shares of the company; There are 6 shareholders and shareholder agents voting online, representing 243600 shares, accounting for 0.047% of the total shares of the company. All shareholders attending the meeting were registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the transaction on the equity registration day on January 9, 2022. The qualifications of shareholders attending the meeting are confirmed by the company; All shareholders’ representatives attending the meeting shall hold the power of attorney of shareholders.
2. There were 9 incumbent directors of the company and 6 attended the meeting. Mr. Jing Hongsheng, the director, Mr. Tian Wanglin and Mr. Ji Junhui, the independent directors, did not attend the meeting due to business; There were 4 in-service supervisors of the company and 3 attended the meeting. Mr. Wu Bin, the supervisor, did not attend the meeting due to business affairs; Senior executives of the company attended the meeting as nonvoting delegates.
3. The convener of this general meeting of shareholders is the board of directors of the company.
It is verified that the qualification of the personnel attending the general meeting of shareholders and the qualification of the convener meet the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders’ meeting voted on a proposal listed in the notice by means of on-site voting and online voting. The above proposal is a major matter affecting the interests of small and medium-sized investors, and it is necessary to count the votes of small and medium-sized investors separately.
2. After the on-site voting is completed, the supervisors and the lawyers of the firm will supervise and count the votes and count the on-site voting results in accordance with the procedures specified in the articles of association. Shanghai Securities Information Co., Ltd. provided the total number of shares and online voting results of online voting. After the voting, the company consolidated statistics and announced the voting results on the spot.
2.1 proposal on providing guarantee for bank loans for wholly-owned subsidiaries
Voting: 223872239 shares were approved, accounting for 99.99% of the total number of valid voting shares held by shareholders attending the meeting; 31600 opposed shares, accounting for 0.0142% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
Total voting of minority shareholders: 218900 shares agreed, accounting for 87.39% of the total number of valid voting shares held by shareholders attending the meeting; 31600 opposed shares, accounting for 12.61% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders attending the meeting.
3. After review, the proposal considered at the general meeting of shareholders was passed.
Our lawyers believe that the voting methods and procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners and the voting procedures of the shareholders’ meeting of your company comply with the relevant provisions of the company law, the rules of the shareholders’ meeting and the articles of association, and the resolutions adopted by the shareholders’ meeting are legal and effective.
Beijing Deheng (Taiyuan) law firm
Person in charge: Zhang Peiyi
Lawyer in charge: Zhai Ying
Lawyer: Zhang Xiaoyang
January 28, 2022
