Shanghai jintiancheng law firm
About Zhejiang Taitan Co.Ltd(003036)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9, 11, 12 floors of Shanghai Center Tower, 501 Yingcheng Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999 zip code: 200120
Shanghai jintiancheng law firm
About Zhejiang Taitan Co.Ltd(003036)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Zhejiang Taitan Co.Ltd(003036)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22) and other laws, regulations and other normative documents, as well as the relevant provisions of the Zhejiang Taitan Co.Ltd(003036) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Reviewed the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In accordance with the requirements of the above-mentioned laws, regulations and rules, the convener of this general meeting shall issue the following lawyer’s qualification, diligence and due diligence in accordance with the above-mentioned laws, regulations and industry standards
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The company has been on cninfo.com on January 13, 2022（ http://www.cn.info.com.cn. ）The notice of Zhejiang Taitan Co.Ltd(003036) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website to announce the time, place, agenda, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders. The general meeting of shareholders was held as scheduled at 14:00 p.m. on Friday, January 28, 2022 in conference room Zhejiang Taitan Co.Ltd(003036) 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
According to the signatures of shareholders attending the meeting, power of attorney and other relevant documents, 8 shareholders and shareholders’ agents attended the on-site meeting of the company’s general meeting, holding 162 million shares of the company, accounting for 75.0000% of the total shares of the company. The online voting results obtained through the trading system and Internet system of Shenzhen Stock Exchange show that there are 3 shareholders participating in the online voting of the company’s general meeting of shareholders, holding 18000 shares of the company, accounting for 0.0083% of the total shares of the company. Accordingly, a total of 11 shareholders and shareholders’ agents attended the voting of the company’s general meeting of shareholders, holding 162018000 shares of the company, accounting for 75.0083% of the total shares of the company. The above shareholders are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of 15:00 p.m. on January 21, 2022.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Minority investors and shareholders attending the meeting
A total of 4 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 1753000 voting shares, accounting for 0.8116% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
3. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid. 3、 Proposals considered at the general meeting of shareholders
1. Proposal on meeting the conditions for public issuance of convertible corporate bonds;
2. Proposal on public issuance of convertible corporate bonds;
2.01 type and listing place of securities issued;
2.02 issuance scale;
2.03 face value and issue price;
2.04 duration;
2.05 bond interest;
2.06 term and method of repayment of principal and interest;
2.07 term of share conversion;
2.08 determination and adjustment of share conversion price;
2.09 downward correction clause of share conversion price;
2.10 determination method of the number of converted shares;
2.11 redemption terms;
2.12 resale terms;
2.13 ownership of relevant dividends in the year of share conversion;
2.14 issuance method and object;
2.15 arrangement of placing to the original shareholders;
2.16 relevant provisions of bondholders and bondholders’ meetings;
2.17 purpose and implementation method of the raised funds;
2.18 raised funds management and deposit account;
2.19 bond guarantee;
2.20 rating matters;
2.21 validity period of this issuance plan;
3. Proposal on the plan for public issuance of convertible corporate bonds;
4. Proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds; 5. Proposal on meeting rules of bondholders of transferable companies;
6. Proposal on the report on the use of the previously raised funds;
7. Proposal on diluting the immediate return of public issuance of convertible corporate bonds, relevant filling measures and commitments of relevant subjects;
8. Proposal on shareholder return planning for the next three years (2022-2024);
9. Proposal on guarantee matters of public issuance of convertible corporate bonds and related party transactions;
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds;
11. Proposal on Amending the articles of association.
Lawyer jintiancheng believes that the proposal considered by the company’s general meeting of shareholders falls within the scope of the company’s general meeting of shareholders and is consistent with the deliberation items listed in the notice of convening the general meeting of shareholders; There was no amendment to the notified proposal or new proposal proposed by shareholders at this shareholders’ meeting. Comply with the provisions of the company law and other relevant laws and regulations and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the announced proposals by open ballot. The on-site voting was conducted according to the procedures specified in the articles of association and the rules for the shareholders’ meeting of listed companies, and the votes were counted and monitored; Shareholders participating in online voting exercised their voting rights through the voting platform of the online voting system during the online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. submitted the statistical data file of online voting to the company.
The shareholders attending the meeting deliberated and adopted the following resolutions:
1. Proposal on meeting the conditions for public issuance of convertible corporate bonds;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2. Proposal on public issuance of convertible corporate bonds;
2.01 type and listing place of securities issued;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.02 issuance scale;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.03 face value and issue price;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.04 duration;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.05 bond interest;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.06 term and method of repayment of principal and interest;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.07 term of share conversion;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.08 determination and adjustment of share conversion price;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.09 downward correction clause of share conversion price;
Voting results: 162018000 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.10 determination method of the number of converted shares;
162018000 shares attended the meeting, accounting for 100% of the voting results; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 1753000 shares agreed, 0 shares opposed and 0 shares abstained. 2.11 redemption terms;
Voting result: Yes 162
