Notice of Beijing deheheng law firm on Shandong Fengyuan Chemical Co.Ltd(002805) the second extraordinary general meeting of shareholders in 2022
Legal opinion
Dehehhengzhenglv opinion (2022) No. 054
Beijing deheheng law firm
About Shandong Fengyuan Chemical Co.Ltd(002805)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Dehehhengzhenglv opinions (2022) No. 054 to: Shandong Fengyuan Chemical Co.Ltd(002805)
Beijing deheheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company” or “your company”) to appoint our lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the Shandong Fengyuan Chemical Co.Ltd(002805) articles of Association (hereinafter referred to as the “articles of association”), relevant laws, regulations and normative documents, Issue this legal opinion on relevant matters of this general meeting of shareholders.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants of the meeting, the legitimacy and validity of the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
The legal opinions and legal management measures of the securities firm have been fully verified, and the legal opinions and legal management measures of the firm have been fully and accurately verified, and the legal opinions and legal management measures of the firm have been strictly followed, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used by your company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. Our lawyers agree that your company will disclose this legal opinion to the public together with other information disclosure materials of your company’s shareholders’ meeting, and bear corresponding responsibilities for this legal opinion according to law.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the 13th meeting of the 5th board of directors. The board of directors of the company made an announcement in the form of securities times, China Securities News, Shanghai Securities News and cninfo website (www.cn. Info. Com. Cn) on January 15, 2022 The notice of convening the general meeting of shareholders was issued on the. The notice of the meeting specifies the time, place, convener, matters to be considered at the meeting and the combination of on-site voting and online voting, explains that shareholders have the right to attend the meeting, can entrust agents to attend and exercise their voting rights and the equity registration date of shareholders who have the right to attend the meeting, and informs the registration methods of shareholders attending the meeting Conference contact number and contact name.
After verification, the shareholders’ meeting was held at 14:30 on Thursday, February 10, 2022 in conference room Shandong Fengyuan Chemical Co.Ltd(002805) on the 15th floor, building 11, No. 195, Hong Kong East Road, Laoshan District, Qingdao, Shandong Province. The time, place and deliberations of the meeting are consistent with those disclosed in the above notice.
In conclusion, 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 other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
After verification, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company is elected by the general meeting of shareholders, and the directors of the company have the legal qualification to serve as directors of the company; The board of directors of the company is not unable to perform its functions and powers.
The total number of shareholders and authorized representatives of shareholders attending the meeting is 23, and the number of shares representing the company is 61052413, accounting for 34.3122% of the total voting shares of the company.
In conclusion, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals listed in the meeting notice one by one.
The general meeting of shareholders adopts a combination of on-site voting and online voting. Votes shall be counted and monitored in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
According to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Proposal on the strategic cooperation agreement to be signed by the company
Voting: 61047813 shares were approved, accounting for 99.9925% of the total voting shares held by shareholders attending the meeting;
4600 opposed shares, accounting for 0.0075% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
2. Proposal on the investment agreement to be signed by the wholly-owned subsidiary of the company
Voting: 61047813 shares were approved, accounting for 99.9925% of the total voting shares held by shareholders attending the meeting; 4600 opposed shares, accounting for 0.0075% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
In conclusion, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of Association, and the voting results of this general meeting of shareholders are legal and effective.
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The second page of the legal opinion on the 2025 interim general meeting of Beijing Heheng law firm is the second page of the legal opinion on the 2025 interim general meeting of Beijing Heheng law firm)
Beijing deheheng law firm
Person in charge: Liu Kejiang handling lawyer: Ding Wei
Zhang Mingbo
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