Notice of Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders in Aeolus Tyre Co.Ltd(600469) 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
February, 2002
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an
To: Aeolus Tyre Co.Ltd(600469)
Beijing Jiayuan law firm
About Aeolus Tyre Co.Ltd(600469)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Jiayuan (2022) – 04-061 to: Aeolus Tyre Co.Ltd(600469)
Entrusted by Aeolus Tyre Co.Ltd(600469) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appointed lawyer Huang Guobao and Lawyer Chen Shuai to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) by video to supervise the procedural legitimacy of the general meeting of shareholders. This legal opinion is issued in accordance with the provisions of the company law, the securities law, the articles of association and other normative documents.
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 (for Trial Implementation), 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 and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure 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 bear corresponding legal liabilities.
1、 The convening and convening of this general meeting of shareholders is legal and effective
On January 22, 2022, it was published in the designated newspapers and on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of convening the general meeting of shareholders was issued on the, and the announcement informed the shareholders of the company to convene the general meeting of shareholders by on-site voting and online voting on February 10, 2022.
The on-site meeting of the general meeting of shareholders was held on February 10, 2022 in the administrative building of the company, No. 48, Jiaodong South Road, Jiaozuo City, Henan Province, presided over by Mr. Wang Feng, chairman of the board; 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; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
The exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents.
2、 The qualification of the personnel attending the general meeting of shareholders is legal and valid
1. According to the register of shareholders and signature book provided by Shanghai Branch of China Securities Depository and Clearing Center Co., Ltd., our lawyers reviewed the identity documents and authorization documents of shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, and confirmed that there were 6 shareholders (or shareholders’ agents) attending the meeting, Holding 33146326 voting shares of the company, accounting for 10.6340% of the total voting shares of the company.
2. According to the online voting results provided by the online voting system of Shanghai Stock Exchange, a total of 7 shareholders have effectively voted through online voting, holding 478200 voting shares of the company, accounting for 0.1534% of the total voting shares of the company. 3. The company’s directors, supervisors and Secretary of the board of directors attended the shareholders’ meeting, and the company’s senior managers and other personnel invited by the company attended the shareholders’ meeting as nonvoting delegates. Our lawyer witnessed the shareholders’ meeting by video.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders of the company is legal and valid.
3、 The voting procedure of this general meeting of shareholders is legal and effective
1. Attendance at the meeting
The total number of voting shares represented by 13 shareholders (or shareholders’ agents) attending the shareholders’ meeting is 33624526 shares, accounting for 10.7874% of the total number of voting shares of the company. Our lawyers believe that the voting shares held by the shareholders (or shareholders’ agents) participating in the voting of the general meeting of shareholders meet the requirements of the law.
2. Scrutineer and teller
According to the vote counting scheme of the general meeting of shareholders, the votes of each deliberated matter shall be counted by two shareholder scrutineers, one supervisor and the lawyer of the exchange, and the scrutineer’s representative shall announce the voting results.
3. Voting method
The general meeting of shareholders adopts a combination of on-site open voting and online voting. The shareholders (or their proxies) present at the meeting voted on the proposal included in the agenda of the shareholders’ meeting, and did not put it aside or refuse to vote for any reason.
4. Voting results of the meeting
The general meeting of shareholders has one proposal as follows, and the voting results of each proposal are as follows:
Whether the proposal is approved, opposed or abstained or not serial number proposal name proportion number of votes (%) number of votes (%) number of votes (%)
Non cumulative voting proposal
About and
Sinochem Group Finance
Limited liability
1. The company plans to sign the financial agreement 33152526 98.5962 472000 1.4038 0.0000
Service agreement
And related party
Yi’s motion
The above proposal involves related party transactions, and the related shareholders China Chemical Rubber Co., Ltd. and Beijing Hongtu Changli investment fund management center (limited partnership) avoided voting.
The exchange believes that the above voting results comply with the relevant provisions of the company law, the articles of association and other normative documents, and the above voting results are legal and effective.
4、 Concluding observations
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 articles of association and other normative documents; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the articles of association and other normative documents; The voting results of this general meeting of shareholders are legal and valid.
The exchange agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders, and shall not be used for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Huang Guobao
Shuai Chen
specific date
