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Guohao law firm (Shenzhen)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) accepted the entrustment of Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as “the company”) and appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of 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”), 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 laws, regulations and normative legal documents, as well as the Shenzhen Noposion Agrochemicals Co.Ltd(002215) articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the firm discussed the convening and convening procedures of the general meeting of shareholders of the company This legal opinion is issued on the qualification of the participants, the qualification of the convener, the voting procedures and voting results.
This legal opinion is only used for the purpose of the legality of the matters related to the company’s current general meeting of shareholders, and shall not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of the company’s current general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and facts of the shareholders’ meeting, and now give the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. According to the deliberation and approval of the fourth meeting (Interim) of the sixth board of directors of the company, the company decided to hold the first extraordinary general meeting of shareholders in 2022.
2. On January 21, 2022, the board of directors of the company issued a notice on the convening of the shareholders’ meeting to the shareholders of the company on cninfo.com and other media, announced the time and place of the shareholders’ meeting, the participants, the registration methods of the shareholders attending the meeting and the relevant matters considered by the shareholders’ meeting, and fully disclosed the contents of relevant proposals.
3. The general meeting of shareholders is held by combining on-site voting and online voting.
On site meeting time: 14:30 PM, Thursday, February 10, 2022
Online voting time: October 2022
(1) The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022.
(2) The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 10, 2022.
Venue of the on-site meeting: conference room on the seventh floor, No. 113, Xixiang Reservoir Road, Bao’an District, Shenzhen.
4. This shareholders’ meeting is presided over by Chairman Lu Baiqiang.
It is verified that the time, place and other matters of the shareholders’ meeting are consistent with the contents of the notice of the shareholders’ meeting. Our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. According to the signatures of shareholders attending the on-site meeting, power of attorney and other relevant documents, there are 4 shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, representing 325563575 shares with voting rights, accounting for 32.9756% of the total share capital of the company; There are 9 shareholders voting online, representing 661800 shares with voting rights, accounting for 0.0670% of the total share capital of the company; A total of 13 shareholders voted on site and online, representing 326225375 shares with voting rights, accounting for 33.0426% of the total share capital of the company. The directors, supervisors and senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
2. The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualifications of the personnel and conveners attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
According to the notice and other relevant announcement documents of the company’s general meeting of shareholders, the shareholders of the company vote in a combination of on-site voting and online voting.
The on-site meeting of the company’s general meeting of shareholders voted item by item on the matters listed in the announcement by on-site voting. The shareholder representatives, supervisors and lawyers appointed according to the regulations counted and monitored the on-site voting, and announced the voting results on the spot; After the voting results of the shareholders’ meeting of Shenzhen Securities Co., Ltd. and the voting results of the shareholders’ meeting of Shenzhen Securities Co., Ltd. were provided. The company consolidated and counted the voting results of on-site voting and online voting.
The voting results of on-site voting and online voting of the company’s merger statistics are as follows:
1. Review the proposal on the fund pool business of wholly-owned subsidiaries
Voting results: 326187375 shares were approved, accounting for 99.9884% of the shares held by all shareholders attending the meeting; Oppose 38000 shares, accounting for 0.0116% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 1007000 shares were agreed, accounting for 96.3636% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 38000 shares, accounting for 3.6364% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 2. Review the proposal on the company’s application for comprehensive credit line from the bank
Voting results: 326187375 shares were approved, accounting for 99.9884% of the shares held by all shareholders attending the meeting; Oppose 38000 shares, accounting for 0.0116% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 1007000 shares were agreed, accounting for 96.3636% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 38000 shares, accounting for 3.6364% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 3. Review the proposal on capital increase and related party transactions of related parties to holding subsidiaries
Voting results: 326187375 shares were approved, accounting for 99.9884% of the shares held by all shareholders attending the meeting; Oppose 38000 shares, accounting for 0.0116% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 1007000 shares were agreed, accounting for 96.3636% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 38000 shares, accounting for 3.6364% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 4. Review the proposal on Amending the articles of Association
Voting results: 326187375 shares were approved, accounting for 99.9884% of the shares held by all shareholders attending the meeting; Oppose 38000 shares, accounting for 0.0116% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 1007000 shares were agreed, accounting for 96.3636% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 38000 shares, accounting for 3.6364% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the convener and the voting procedures comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association, and the voting results of the general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed by the person in charge of the office and the handling lawyer and sealed by the office. [this page is the signature and seal page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022, with no text] Guohao law firm (Shenzhen)
Person in charge: Handling lawyer:
Ma zhuotan, Chen benrong
Huang Yuan
February 10, 2022
