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About Kingenta Ecological Engineering Group Co.Ltd(002470)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Kingenta Ecological Engineering Group Co.Ltd(002470)
Entrusted by Kingenta Ecological Engineering Group Co.Ltd(002470) (hereinafter referred to as "the company"), Beijing Tongshang law firm appointed a lawyer (hereinafter referred to as "the lawyer") to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and 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 articles of association of Kingenta Ecological Engineering Group Co.Ltd(002470) (hereinafter referred to as the "articles of association") and other relevant laws and regulations, on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, the deliberation of proposals, the voting methods The legitimacy of voting procedures, voting results and other related matters was reviewed and witnessed.
In accordance with the securities law of the people's Republic of China, 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, 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.
In order to issue this legal opinion, our lawyer reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of our firm has obtained the following guarantee from the company, that is, he has provided the materials deemed necessary by our lawyer to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting 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 laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of the relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
1、 Convening and convening procedures of the company's general meeting of shareholders
The shareholders' meeting was convened by the resolution of the 19th meeting of the 5th board of directors of the company. The notice on convening the second extraordinary shareholders' meeting in 2022 (Announcement No.: 2022-015) (hereinafter referred to as the "meeting notice") was posted on cninfo.com.cn on January 26, 2022 Published in securities times, Securities Daily, Shanghai Securities News and China Securities News. The notice of the meeting includes the time and place of the shareholders' meeting, participants, matters and proposals to be considered at the meeting, equity registration date, on-site registration method of the meeting, specific operating procedures for participating in online voting, etc.
The general meeting of shareholders was held as scheduled at 14:30 on February 10, 2022 in the conference room of the company, No. 19, Xingda West Street, Linshu County, Shandong Province. This general meeting of shareholders adopts the combination of on-site voting and online voting. The meeting was presided over by Mr. Gao Yiwu, who temporarily acted as the chairman of the company. The shareholders participating in the on-site meeting or their entrusted agents deliberated on the matters listed in the meeting notice and exercised their voting rights on site; The online voting time using the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 10, 2022; The time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on November 8, 2021. The time, place and content of the meeting are consistent with those listed in the meeting notice.
The lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association and other relevant laws and regulations. 2、 The qualifications of the attendants and conveners of the general meeting of shareholders of the company
1. Shareholders attending the meeting
According to the examination of the documents and materials such as the shareholding certificate, signature of the meeting personnel and ID card of the natural person shareholders attending the shareholders' meeting on site, there is a total of one shareholder and the entrusted agent of the shareholders attending the shareholders' meeting, representing a total of 157.3 million shares, accounting for 4.7869% of the total share capital of the company.
According to the network data of the Internet voting system and trading system of Shenzhen Stock Exchange, 588 shareholders participated in the online voting at the shareholders' meeting, representing 188133922 shares, accounting for 5.7253% of the total share capital of the company. The qualification of shareholders voting through the online voting system has been authenticated by the Internet voting system and trading system of Shenzhen Stock Exchange.
To sum up, 589 shareholders and their entrusted agents attended the general meeting, representing 345433922 shares, accounting for 10.5122% of the total share capital of the company. Among them, there are 583 small and medium-sized investors, representing 185549122 shares, accounting for 5.6466% of the total share capital of the company.
2. Convener
The convener of this general meeting of shareholders is the board of directors of the company.
The lawyer of the firm verified that the qualifications of the personnel attending the shareholders' meeting and the convener meet the provisions of the company law, the rules of the shareholders' meeting, the articles of association and other relevant laws and regulations, and the qualifications of the personnel attending the meeting and the convener are legal and valid. 3、 Voting procedures and results of the company's general meeting of shareholders
1. After review by the lawyers of the firm, the following proposals were considered and passed at the general meeting of shareholders:
(1) Proposal on readjusting related parties to repay debts with assets and related party transactions
Mr. Wan Lianbu withdrew from voting on this motion.
The total number of voting shares held by Mr. Wan Lianbu is 15730000, which is not included in the total number of shares of effective voting shareholders attending the general meeting of shareholders. The total number of effective voting shares in this proposal is 188133922. Voting results:
178322222 shares were approved, accounting for 94.7847% of the shares held by all non affiliated shareholders attending the general meeting of shareholders; 9723400 shares were opposed, accounting for 5.1683% of the shares held by all non affiliated shareholders attending the general meeting of shareholders; 88300 shares were abstained, accounting for 0.0469% of the shares held by all non affiliated shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are:
175737422 shares were approved, accounting for 94.7121% of the shares held by non affiliated small and medium-sized investors attending the general meeting of shareholders; 9723400 shares were opposed, accounting for 5.2403% of the shares held by non affiliated small and medium-sized investors attending the shareholders' meeting; 88300 shares were abstained, accounting for 0.0476% of the shares held by non affiliated small and medium-sized investors attending the general meeting of shareholders.
The above proposal has been approved to be submitted to the general meeting of shareholders at the 17th meeting of the 5th board of directors held on December 6, 2021. For details, please refer to the company's website at cninfo.com.cn on December 7, 2021 Relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and China Securities News.
2. After the review of the lawyers of the firm, the matters actually considered at the general meeting of shareholders are consistent with the proposals announced by the board of directors of the company. The general meeting of shareholders has not revised the original proposals or proposed new proposals, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3. After the review of the lawyers of the firm, the shareholders' meeting adopted the combination of on-site voting and online voting, and the shareholders attending the meeting and their entrusted agents voted on the proposals listed in the meeting notice one by one. The voting method complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4. After the review of the lawyers of the firm, the on-site meeting of the general meeting of shareholders recommended the representatives of shareholders and supervisors to jointly participate in the vote counting and monitoring of the meeting, and counted the votes on the matters considered at the on-site meeting. The moderator of the general meeting of shareholders shall, according to the on-site voting results and the online voting results, It is announced that all the proposals listed in the notice of the meeting have been effectively adopted by the general meeting of shareholders. The procedure complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Based on the above, 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, the articles of association and other relevant laws and regulations. 4、 Conclusion
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the articles of association and other relevant laws and regulations, and the resolutions formed at the meeting are legal and effective.
Our lawyers agree that this legal opinion will be announced together with the resolutions of the company's general meeting of shareholders and other materials. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature and seal page of the legal opinion on the second extraordinary general meeting of shareholders in Kingenta Ecological Engineering Group Co.Ltd(002470) 2022) Beijing Tongshang law firm (seal)
Handling lawyer:
Cheng Li
Handling lawyer:
Li Nan
person in charge:
Kong Xin
specific date
