Notice of Guangdong Huashang (Beijing) law firm on the first extraordinary general meeting of shareholders in Shan Dong Lubei Chemcal Co.Ltd(600727) 2022
Legal opinion
February, 2002
To: Shan Dong Lubei Chemcal Co.Ltd(600727)
Shan Dong Lubei Chemcal Co.Ltd(600727) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting” and “the meeting”) was held at 14:00 on February 9, 2022 in the conference room of the company’s office building. Guangdong Huashang (Beijing) law firm (hereinafter referred to as “the firm”) accepted the entrustment of the company and appointed lawyer Peng Guangguang Lawyer Jiao Shaobo (hereinafter referred to as “our lawyer”) attended the meeting. Affected by the epidemic of pneumonia by New Coronavirus, our lawyer witnessed the shareholders’ meeting through video.
According to the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law) and the rules for the general meeting of shareholders of listed companies of China Securities Regulatory Commission This legal opinion is issued by the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (revised in 2015) (hereinafter referred to as the detailed rules for the implementation of online voting) and the Shan Dong Lubei Chemcal Co.Ltd(600727) articles of Association (hereinafter referred to as the articles of association).
This legal opinion only checks and expresses opinions on whether the procedures for convening and convening this meeting, the qualifications of the personnel attending this meeting and the voting procedures comply with the provisions of relevant legal matters and the articles of association, and whether the voting results of the proposals considered at this meeting are effective, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data involved in such proposals.
In the process of issuing this legal opinion, the exchange has obtained the following guarantee from the company: the copies of the documents provided are consistent with the original; All signatures and seals in the documents; The documents provided and relevant oral statements are true, accurate, complete, without omission, and do not contain any misleading information; All facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s meeting, and bear the responsibility for the legal opinion issued by the firm according to law.
In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers have verified and video witnessed the documents related to the issuance of this legal opinion and the following facts, and now issue legal opinions on the relevant legal matters involved in this shareholders’ meeting as follows: I. the convening and convening procedures of this meeting
(I) convening procedures of this meeting
The company held the 28th meeting of the 8th board of directors on the morning of January 20, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and posted it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 21, 2022 The Shan Dong Lubei Chemcal Co.Ltd(600727) announcement on the resolutions of the 28th meeting of the 8th board of directors was issued. On January 21, 2022, the company published in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Shan Dong Lubei Chemcal Co.Ltd(600727) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) was issued on the. The notice of the general meeting of shareholders issued by the company specifies the time, place, method, deliberation matters, personnel entitled to attend the meeting and other relevant matters.
According to the above announcement, the board of directors of the company has listed the matters to be considered at this meeting in the announcement and fully disclosed the contents of the proposal in accordance with relevant regulations.
(II) convening procedure of this meeting
1. This meeting of the company adopts the combination of on-site voting and online voting, and provides all shareholders with an online voting platform through the online voting system of Shanghai Stock Exchange. Shareholders can exercise their voting rights through the above system during online voting time.
2. The meeting of the company was held in the conference room of the company’s office building at 14:00 on February 9, 2022.
3. According to the notice of shareholders’ meeting, the online voting time is arranged as follows:
(1) The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform 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. (2) The voting time of the shareholders’ meeting on the Internet is 9:00-15:00. 4. This meeting is presided over by the chairman of the company.
After verification, the time, place, method and deliberation items of this meeting are consistent with those notified in the notice of the general meeting of shareholders.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 On the qualifications of the convener and the attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company.
(II) qualification of participants
1. Shareholders and entrusted agents attending the meeting
According to the signature and power of attorney of the shareholders (or their agents) attending the meeting and the data provided by Shanghai Securities Information Co., Ltd., the shareholders attending the on-site meeting and online voting of the company’s general meeting are as follows:
(1) There are [3] shareholders and shareholders’ agents attending and voting at the on-site meeting of the general meeting of shareholders, and the number of shares representing the effective voting rights of the company is [197859002], accounting for [37.4318% of the total number of effective voting shares of the company on the equity registration date].
(2) There are [10] shareholders voting through the Internet, and the number of shares representing the effective voting rights of the company is [26210726], accounting for [4.9587% of the total effective voting shares of the company on the equity registration date].
According to the above information, a total of [13] shareholders and shareholders’ representatives attended the shareholders’ meeting of the company, all of whom were shareholders or their authorized representatives registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and holding the company’s shares as of 15:00 p.m. on January 28, 2022. The number of shares representing the company’s effective voting rights was [224069728], Accounting for [42.3906% of the total number of valid voting shares of the company on the equity registration date].
2. Other participants in the meeting
In addition to the shareholders and their entrusted agents, the persons attending the meeting also include the directors, supervisors and senior managers of the company.
3. Our lawyers witnessed the shareholders’ meeting by video.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the convener and participants of the general meeting of shareholders are in line with the laws Regulations, normative documents and the articles of association.
3、 Voting procedures and results of this meeting
(I) voting procedure
1. The shareholders attending the on-site meeting of the general meeting deliberated the proposals listed in the meeting and voted by open ballot on site. There was no situation of modifying the original proposal or proposing new proposals.
2. The on-site voting results were announced at the meeting, and the shareholders and their entrusted agents did not raise any objection to the voting results.
3. After the online voting of the conference, Shanghai Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the conference.
4. After the voting of this general meeting, the company consolidated the voting results of on-site voting and online voting of this general meeting of shareholders.
5. The first proposal of this meeting is a special resolution proposal, which must be approved by more than two-thirds of the voting rights held by all shareholders (including entrusted agents).
(II) voting conditions and results
According to the combined online voting and on-site voting results, the specific voting conditions and results of the proposal considered at the shareholders’ meeting are as follows:
1. Proposal on changing business scope and amending the articles of Association
Voting: affirmative votes [224053028] shares, accounting for [99.9925% of the total voting shares attending the meeting]; [16700] negative votes, accounting for [0.0075% of the total voting shares attending the meeting]; Abstention [0] shares, accounting for [0.0000% of the total voting shares attending the meeting]. This proposal is a special resolution proposal, which is approved by more than two-thirds of the voting rights held by all shareholders (including entrusted agents).
Voting result: adopted.
2. Proposal on election of directors
The proposal shall be voted item by item by cumulative voting, and the difference election shall be conducted. Four directors shall be elected. The voting results are as follows:
2.01 elect Mr. Chen Shuchang as a director of the ninth board of directors
Voting: there are [223817529] affirmative votes, accounting for [99.8874% of the total voting shares attending the meeting].
Voting result: adopted.
2.02 elect Mr. Xie Jun as a director of the ninth board of directors
Voting: there are [223813529] affirmative votes, accounting for [99.8856% of the total voting shares attending the meeting].
Voting result: adopted.
2.03 elect Mr. Ma Wenju as a director of the ninth board of directors
Voting: there are [223813529] affirmative votes, accounting for [99.8856% of the total voting shares attending the meeting].
Voting result: adopted.
2.04 elect Mr. Zhang Jinzeng as a director of the ninth board of directors
Voting: there are [223813529] affirmative votes, accounting for [99.8856% of the total voting shares attending the meeting].
Voting result: adopted.
2.05 elect Mr. Wang Shucai as a director of the ninth board of directors
Voting: there are [4000] affirmative votes, accounting for [0.0017% of the total voting shares attending the meeting].
Voting result: not adopted.
3. Proposal on election of independent directors
The proposal shall be voted item by item by cumulative voting, and a differential election shall be held. Two independent directors shall be elected. The voting results are as follows:
3.01 elect Ms. Song Li as an independent director of the ninth board of directors
Voting: there are [223817629] affirmative votes, accounting for [99.8874% of the total voting shares attending the meeting].
Voting result: adopted.
3.02 elect Ms. Zhang Xiaoyan as an independent director of the ninth board of directors
Voting: there are [223813629] affirmative votes, accounting for [99.8857% of the total voting shares attending the meeting].
Voting result: adopted.
3.03 elect Mr. Fang Chongmin as an independent director of the ninth board of directors
Voting: there are [4000] affirmative votes, accounting for [0.0017% of the total voting shares attending the meeting].
Voting result: not adopted.
4. Proposal on election of supervisors
The proposal shall be voted item by item by cumulative voting, and the difference election shall be conducted. Two supervisors shall be elected. The voting results are as follows:
4.01 elect Mr. Yuan Jinliang as the supervisor of the ninth board of supervisors
Voting: there are [223813529] affirmative votes, accounting for [99.8856% of the total voting shares attending the meeting].
Voting result: adopted.
4.02 elect Mr. Tian Xiangguo as the supervisor of the ninth board of supervisors
Voting: there are [223817529] affirmative votes, accounting for [99.8874% of the total voting shares attending the meeting].
Voting result: adopted.
4.03 elect Mr. Wu Jianmin as the supervisor of the ninth board of supervisors
Voting: there are [4000] affirmative votes, accounting for [0.0017% of the total voting shares attending the meeting].
Voting result: not adopted.
After witnessing, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant provisions, and the voting results are legal and effective.
4、 Concluding observations
Lawyers of the firm believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents such as the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals without copies.
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