Notice of Guangdong Guangxin Junda law firm on the first extraordinary general meeting of shareholders in Maoming Petro-Chemical Shihua Co.Ltd(000637) 2022
Legal opinion
To: Maoming Petro-Chemical Shihua Co.Ltd(000637)
Guangdong Guangxin Junda law firm (hereinafter referred to as the firm) is entrusted by Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as the company) to appoint lawyers ye Caiyong and Li Zhenggang of the firm to attend the first 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 and the securities law of the people's Republic of China Relevant laws and regulations such as the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of Association (revised in 2021) witness the legitimacy of the procedures such as the convening and voting of the general meeting of shareholders and issue legal opinions. 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 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.
The office and the handling lawyer hereby agree that the company can use this legal opinion as the announcement material of the company's general meeting of shareholders and disclose it to the public together with other information to be announced.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary 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, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, other laws, regulations, normative documents and the articles of association, 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 relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, regulations and normative documents, and 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 documents and relevant facts of the shareholders' meeting, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the eighth extraordinary meeting of the 11th board of directors on January 24, 2022, and deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. 2. On January 26, 2021, the company published in the securities times and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of the company in 2022 (Announcement No.: 2022-006) was published on the website, and the announcement on canceling some proposals of the first extraordinary general meeting of shareholders in 2022 and supplementary notice of the general meeting of shareholders (Announcement No.: 2022-010) was published on February 8, 2022, On February 9, 2022, the suggestive announcement on convening the company's first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022-011) was published, and all shareholders were notified in the form of announcement on the time and place of the general meeting, the matters to be considered at the meeting, the objects to attend the meeting, the registration method of the meeting, the name and telephone number of the permanent contact person of the meeting, etc.
After examination, our lawyers believe that the time, method and content of the notice of the company's general meeting of shareholders and the convening procedure of the company's general meeting of shareholders comply with the provisions of the company law, the securities 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.
2、 Convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:45 p.m. on Thursday, February 10, 2022 in the conference room on the seventh floor of the company, 162 Guandu Road, Maoming City, Guangdong Province. The meeting was presided over by fan Hongyan, chairman of the company.
The specific time for the shareholders' meeting to vote 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; Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time of voting is: 9:15-15:00 on February 10, 2022.
After examination, our lawyers believe that the convening of the general meeting of shareholders is in line with the provisions of the company law, the securities 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.
3、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
1. After inspection, there are 23 shareholders and shareholder representatives attending the company's on-site meeting and online voting, with 240073645 representative shares, accounting for 46.1791% of the total voting shares of the company.
(1) Verified by our lawyers, there were 4 shareholders and shareholder representatives attending the on-site meeting, representing 237689276 shares, accounting for 45.7204% of the total voting shares of the company. Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, 19 shareholders voted through the online voting system during the online voting time, representing 2384369 shares, accounting for 0.4586% of the total voting shares of the company. The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting. (3) Overall attendance of minority shareholders:
21 shareholders voted on the spot and online, representing 11877499 shares, accounting for 2.2847% of the total shares of the company.
Among them, there are 2 shareholders voting on site, representing 9493130 shares, accounting for 1.8260% of the total shares of the company.
19 shareholders voted online, representing 2384369 shares, accounting for 0.4586% of the total shares of the company.
2. Some directors, supervisors and senior managers of the company attended the general meeting of shareholders. 3. The convener of this general meeting of shareholders is the board of directors of the company.
4. The general meeting of shareholders is presided over by fan Hongyan, chairman of the company.
After examination, our lawyers believe that the qualifications of the attendees and conveners of the 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 laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice of shareholders' meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes.
The company counted the voting results of the general meeting of shareholders, and the host of the meeting announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting. The proposals and voting results of this shareholders' meeting are as follows:
1. Deliberating the proposal on the company's application for a credit line of no more than RMB 600 million from the bank:
Voting results: 1631888885 shares were approved, accounting for 67.9745% of the total voting shares held by shareholders and shareholder representatives attending the general meeting of shareholders; 226759 shares opposed, accounting for 0.0945% of the total voting shares held by shareholders and shareholder representatives attending the general meeting of shareholders; 76658001 shares were abstained, accounting for 31.9310% of the total voting shares held by shareholders and shareholders' agents attending the general meeting.
Voting of minority shareholders: 11650740 shares were approved, accounting for 98.0909% of the shares held by minority shareholders attending the meeting; 226759 shares opposed, accounting for 1.9091% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting. None of the shareholders and their representatives attending the shareholders' meeting raised any objection to the voting results. Voting result: adopted
After verification, our lawyers believe that the matters to be considered at this shareholders' meeting are consistent with those listed in the announcement on Canceling Part of the proposal of the first extraordinary shareholders' meeting in 2022 and the supplementary notice of the shareholders' meeting and the suggestive announcement on convening the first extraordinary shareholders' meeting in 2022. The general meeting of shareholders did not consider and vote on matters not listed in the above notice. The voting procedures 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.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, qualifications of participants, voting procedures and voting results of the company's general meeting of shareholders are in line with the relevant provisions of laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the articles of association and the rules of procedure of the general meeting of shareholders, which are legal and effective.
The original of this legal opinion is made in quadruplicate, which will come into force after being signed and sealed by our lawyer. [no text below]
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Guangxin Junda law firm on the first extraordinary general meeting of shareholders in Maoming Petro-Chemical Shihua Co.Ltd(000637) 2022)
Guangdong Guangxin Junda law firm (seal)
Person in charge: Wang Xiaohua
Handling lawyer: ye Caiyong
Handling lawyer: Li Zhenggang
February 10, 2022
