Shandong Guoyao Qindao (Qingdao) law firm
About Sailun Group Co.Ltd(601058)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Sailun Group Co.Ltd(601058) (hereinafter referred to as “your company”)
Shandong Guoyao Qindao (Qingdao) law firm has accepted the entrustment of your company. According to the legal service entrustment agreement signed with your company, lawyer Li Ru and lawyer Xu Shu have been appointed to review the relevant matters of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and consult the relevant documents, And attended the on-site meeting of the general meeting of shareholders held by your company at 14:00 p.m. on February 8, 2022 in rubber Valley rubber and plastic new material building, No. 43, Zhengzhou road, Qingdao.
As the special legal adviser of your company, the lawyers of our firm, in accordance with the facts that have occurred or existed before the issuance of this legal opinion, the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Express legal opinions on the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other currently effective laws, regulations and normative documents, as well as the relevant provisions of the articles of association of your company.
Our lawyers have checked and verified the above documents and relevant facts provided by your company in accordance with the business standards, ethics and diligence recognized by the lawyer industry, and listened to the statements and explanations of the company on relevant facts.
Our lawyers have obtained your company’s commitment to the authenticity, completeness and accuracy of the materials provided by them, and our lawyers have confirmed that the copy materials and copies are consistent with the original.
In this legal opinion, our lawyers only express legal opinions on the convening and convening procedures of the general meeting of shareholders of your company, the qualifications of participants, the qualifications of conveners, the voting procedures and voting results of the general meeting of shareholders, and do not express opinions on the contents of the proposal of the general meeting of shareholders, the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only for the purpose of this general meeting of shareholders of your company, and agrees to announce it as the announcement material of this general meeting of shareholders of your company together with other information to be announced, and bear corresponding legal liabilities for this legal opinion.
1、 The convening and convening procedures of the general meeting of shareholders are legal and effective
The general meeting of shareholders was convened by the resolution of the 29th meeting of the 5th board of directors of your company. The notice of the meeting was published in the form of announcement in China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the official website of Shanghai Stock Exchange on January 18, 2022. The announcement specified the date, place and time of the general meeting of shareholders The contents of the meeting, participants and registration methods of the meeting explain the equity registration date of shareholders who have the right to attend the meeting and the right of shareholders to entrust agents to attend the meeting and vote. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on February 8, 2022 in rubber Valley rubber and plastic new material building, No. 43, Zhengzhou road, Qingdao. The time, place and other matters of the meeting were consistent with those disclosed in the notice of the meeting. The shareholders’ meeting has completed all the agenda of the meeting.
The time, place and other matters of the shareholders’ meeting are consistent with the disclosure of the meeting notice. The shareholders’ meeting completed all the agenda of the meeting, and the meeting did not modify the matters listed in the meeting notice. The Secretary of the board of directors shall prepare the minutes of the meeting, which shall be signed and filed by the directors and the Secretary of the board of directors attending the meeting.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the current effective laws, regulations and the articles of association, and are legal and effective.
2、 The qualifications of the persons attending the general meeting of shareholders and the convener of the general meeting of shareholders are legal and valid
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai branch and the shareholder signature book of the general meeting of shareholders, the lawyers of the firm examined the shareholder account registration certificate, unit certificate or legal representative authorization certificate of the shareholders of the company’s legal person shares, as well as the natural person shareholder account registration certificate, personal identity certificate and authorization certificate attending the meeting, The attendees of the on-site meeting are:
As of 15:00 p.m. on January 26, 2022, after the completion of the transaction, the shareholders holding the company’s shares or their agents who have been registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and have gone through the registration procedures for attending the meeting;
Directors, supervisors and other senior managers of the company;
Witness lawyer employed by the company.
According to the data provided by China Securities Depository and Clearing Co., Ltd. Shanghai branch and confirmed by our lawyers, some shareholders of social public shares registered on the equity registration date participated in the online voting of this shareholders’ meeting. Our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders of your company comply with the provisions of laws, regulations and the articles of association, and are legal and effective.
After verification by the lawyers of the firm, the convener of the general meeting of shareholders is the board of directors of the company. The convening of the meeting was deliberated and adopted at the 29th meeting of the Fifth Board of directors of the company, which is in line with the provisions of laws, regulations and the articles of Association and is legal and effective.
3、 The voting procedures and results of the general meeting of shareholders are legal and valid
The general meeting of shareholders adopted both on-site open voting and online voting. Shareholders of the company can choose one of on-site voting and online voting to vote.
The on-site meeting of the company’s general meeting of shareholders considered the matters listed in the announcement by open ballot and voted. The online voting time of the general meeting of shareholders through the system of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After the voting, supervisors and shareholders’ representatives jointly monitored and counted the votes, combined the voting situation of on-site voting and online voting, and announced the following proposals deliberated and adopted by shareholders attending the on-site meeting and shareholders participating in online voting:
1. Proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds
2、 Proposal on the company’s public issuance of convertible corporate bonds 2.1 types of securities issued 2.2 issuance scale 2.3 par value and issuance price 2.4 bond term 2.5 bond interest rate 2.6 interest payment 2.7 conversion term 2.8 determination and adjustment of conversion price 2.9 downward correction clause of conversion price 2.10 determination method of number of converted shares and treatment method of less than one share during conversion 2.11 redemption clause 2.12 resale clause 2.13 profit share after conversion Allocation 2.14 issuance method and object 2.15 arrangement of allotment to the original shareholders of the company 2.16 matters related to the bondholder meeting 2.17 purpose of raised funds 2.18 guarantee matters 2.19 custody of raised funds 2.20 validity period of this issuance resolution 3. Proposal on the company’s plan for public issuance of convertible corporate bonds
4. Proposal on the feasibility analysis report on the use of funds raised by the company’s public offering of convertible corporate bonds
5. Proposal on the report on the use of the company’s previously raised funds
6. Proposal on diluting the immediate return and filling measures of the company’s public issuance of convertible corporate bonds and the commitments of relevant subjects
7. Proposal on the company’s rules for the meeting of bondholders of convertible companies
8. Proposal on formulating the company’s shareholder return plan (2022-2024)
9. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of this public offering of convertible corporate bonds
All the above proposals are special resolutions, which are passed by more than two-thirds of the voting shares held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders, and the votes of small and medium-sized investors are counted separately.
Our lawyers believe that the voting procedures and methods of this general meeting of shareholders of your company comply with the provisions of laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
Our lawyers believe that the procedures for convening and convening the first extraordinary general meeting of shareholders in 2022, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the meeting are in line with the provisions of laws, regulations and the articles of association, and the resolutions adopted at the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate.
(no text below this page)
There is no text on this page, which is the signature page of the legal opinion of Shandong Guoyao Qindao (Qingdao) law firm on the first extraordinary general meeting of shareholders in Sailun Group Co.Ltd(601058) 2022. Shandong Guoyao Qindao (Qingdao) law firm
Person in charge: Wang Shuhan witness lawyer: Li Ru
Witness lawyer: Xu Shu
February 8, 2022
