Beijing Hairun Tianrui law firm
About Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Beijing Hairun Tianrui law firm (hereinafter referred to as the firm) accepted the entrustment of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as the company) and appointed lawyers Yang Xue and Chen Yuan to attend the first extraordinary general meeting of shareholders 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 articles of association of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as the “articles of association”) and other relevant laws and regulations on the convening and convening procedures, the qualifications of the attendees, the qualifications of the convener The voting procedures and voting results of the meeting have been checked and verified as necessary.
On the basis of the above verification and verification, the exchange, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law, the rules of the general meeting of shareholders and the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “measures for the administration of securities legal business”) This legal opinion is issued in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
In order to issue this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that there are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of the company’s current general meeting of shareholders. The lawyer of this exchange agrees to announce this legal opinion together with other information disclosure materials of the company’s current general meeting of shareholders.
In accordance with the requirements of Article 20 of the measures for the administration of securities legal business and Article 5 of the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have issued the following legal opinions on the convening, convening procedures, qualification of participants, voting procedures and other relevant matters of the company’s general meeting of shareholders:
1. After examination by lawyers of the firm, the 23rd Meeting of the sixth board of directors of the company made a resolution to convene the first extraordinary general meeting of shareholders in 2022 on January 21, 2022, and issued a notice to all shareholders in the form of announcement. The notice was published in China Securities Journal and Securities Times on January 24, 2022, And announced on the website of Shenzhen Stock Exchange.
2. The shareholders’ meeting was held at 15:00 p.m. on February 10, 2022 in the conference room Tianjin Zhonghuan Semiconductor Co.Ltd(002129) at No. 12, Haitai East Road, Tianjin New Technology Industrial Park (outside the ring). The meeting was presided over by an Yanqing.
The general meeting of shareholders was held by combining on-site voting and online voting. The company provides online voting platform to all shareholders of the company through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange (including the trading system voting platform and Internet voting platform), in which the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders (February 10, 2022), 9:15-9:25 am, 9:30-11:30 PM to 13:00-15:00 PM; The voting time through the Internet voting platform is any time from 9:15 a.m. to 15:00 p.m. on February 10, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The online voting schedule of this general meeting of shareholders complies with the provisions of relevant normative documents and is consistent with the notice and announcement of the company on convening this general meeting of shareholders.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
1. According to the shareholder signature book and power of attorney of the on-site meeting of the general meeting of shareholders, the statistics of Shenzhen Stock Exchange Information Network Co., Ltd. and the verification and confirmation of the company, 141 shareholders and authorized representatives of shareholders attended the general meeting of shareholders, representing 1009396389 shares of the company, accounting for 31.2339% of the total share capital of the company. Among them, 7 shareholders and shareholder representatives attended the on-site meeting of the general meeting of shareholders, representing 870246868 shares, accounting for 26.9282% of the total voting shares of the company; A total of 134 shareholders attended the shareholders’ meeting through online voting, with 139149521 representative shares, accounting for 4.3057% of the total voting shares of the company; There are 140 minority shareholders and authorized representatives of shareholders, representing 157177295 shares of the company, accounting for 4.8636% of the total share capital of the company. The directors, supervisors and Secretary of the board of directors of the company also attended the shareholders’ meeting; Some senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
2. The general meeting of shareholders is convened by the board of directors of the company.
After verification by the lawyers of the firm, the qualifications of the above-mentioned persons attending the general meeting of shareholders and the qualifications of the convener comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Matters to be considered at this general meeting
According to the notice of the shareholders’ meeting, the following proposals were considered and adopted at the shareholders’ meeting:
1. Review the proposal on the prediction of daily connected transactions in 2022;
2. Review the proposal on providing guarantee for subsidiaries applying for bank loans:
3. Review the proposal on capital and share increase and related party transactions of the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd.
The above proposal has been deliberated and adopted at the 23rd Meeting of the sixth board of directors of the company.
Our lawyers believe that the matters to be considered at this shareholders’ meeting are completely consistent with those listed in the notice of the relevant meeting to convene this shareholders’ meeting, and there is no proposal to add, veto or modify the proposals listed in the agenda of the meeting, which is in line with the provisions of relevant laws, regulations and normative documents.
4、 Voting procedures and results of this general meeting of shareholders
（1） Voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the matters listed in the meeting notice. The meeting adopted the combination of on-site voting and online voting, and the voting results of on-site voting and online voting were calculated together.
(1) On site voting: the shareholders and authorized representatives attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the meeting notice by open ballot. After the voting, the company counted and monitored the votes in accordance with the procedures specified in the articles of association, and carried out separate vote counting for small and medium-sized investors.
(2) Online voting: the company provided online voting opportunities to the company’s shareholders through the online voting system platform of the general meeting of shareholders of Shenzhen Stock Exchange and the Internet voting platform of the general meeting of shareholders. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistics of this online voting.
（2） Voting results of this shareholders’ meeting
1. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results:
Agree to 157082795 shares, accounting for 99.9399% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
Against 89200 shares, accounting for 0.0568% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
5300 shares abstained, accounting for 0.0034% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
Among them, the voting situation of small and medium-sized investors is: 157082795 shares are agreed, accounting for 99.9399% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 89200 shares, accounting for 0.0568% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 5300 shares were abstained, accounting for 0.0034% of the total number of valid voting shares held by small and medium-sized investors.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. The related shareholders attending this meeting have avoided voting on this proposal. 2. The proposal on providing guarantee for subsidiaries applying for bank loans was deliberated and adopted:
Voting results:
Agree to 1007042320 shares, accounting for 99.7668% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
2349369 shares opposed, accounting for 0.2327% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
4700 shares abstained, accounting for 0.0005% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
Among them, the voting situation of small and medium-sized investors is: 154823226 shares are agreed, accounting for 98.5023% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2349369 shares opposed, accounting for 1.4947% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 4700 shares were abstained, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed.
3. The proposal on capital and share increase and related party transactions of the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd. was deliberated and adopted:
Voting results:
Agree to 1009370289 shares, accounting for 99.9974% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
21500 opposed shares, accounting for 0.0021% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
4600 shares abstained, accounting for 0.0005% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders;
Among them, the voting situation of small and medium-sized investors is: 157151195 shares are agreed, accounting for 99.9834% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 21500 shares, accounting for 0.0137% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 4600 shares were abstained, accounting for 0.0029% of the total number of valid voting shares held by small and medium-sized investors.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed.
The lawyer of the firm believes that the voting procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. The voting result of this general meeting of shareholders is legal and valid.
5、 Concluding observations
The lawyers of the firm 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 relevant provisions of the company law, other laws, regulations, normative documents and the articles of association, and the resolutions formed by the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate and has the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on the first extraordinary general meeting of shareholders in Tianjin Zhonghuan Semiconductor Co.Ltd(002129) 2022)
Beijing Hairun Tianrui law firm (seal) witness lawyer (signature):
Person in charge (signature): Yang Xue:
Yan kebing: Chen Yuan:
February 10, 2022
