Guohao law firm (Changsha)
about
Hunan Boyun New Materials Co.Ltd(002297)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
17 / F, building B3, Poly International Plaza, Xiangjiang Middle Road, Changsha post code: 410000
17/F, Building B3, Poly International Plaza, Middle Xiangjiang Road, Changsha 410000, China
Tel: + 86 731 8868 1999 Fax: + 86 731 8868 1999
Website: http://www.grandall.com.cn.
February 10, 2022
Guohao law firm (Changsha)
About Hunan Boyun New Materials Co.Ltd(002297)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hunan Boyun New Materials Co.Ltd(002297)
Guohao law firm (Changsha) (hereinafter referred to as "the firm") accepted the entrustment of Hunan Boyun New Materials Co.Ltd(002297) (hereinafter referred to as "the company") and assigned its lawyers to attend and witness 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 securities law of the people's Republic of China (hereinafter referred to as the "Securities 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 current laws, regulations, rules and normative documents in China, as well as the relevant provisions of the Hunan Boyun New Materials Co.Ltd(002297) articles of Association (hereinafter referred to as the "articles of association") have a great impact on the convening and This legal opinion is issued after reviewing the convening procedures, the qualifications of attendees and conveners, the voting procedures and voting results of the general meeting.
The legal opinion issued by the exchange is based on the company's assurance to the exchange that the company has provided the exchange with the materials and information necessary for issuing the legal opinion, and all facts and materials sufficient to affect the legal opinion have been disclosed to the exchange; All materials and information provided by the company to the exchange are true, accurate and complete without any false records, misleading statements or major omissions. The signatures and / or seals on all materials are true and valid, and the relevant copies or copies are consistent with the original or the original.
This legal opinion only expresses opinions on the convening and convening procedures, the qualifications of the convener and attendees, the voting procedures and the legitimacy of the voting results of this general meeting of shareholders in accordance with the requirements of Article 5 of the rules of general meeting of shareholders, and does not affect the authenticity, accuracy, integrity or legitimacy of the contents of the proposal and the facts or data discussed at this general meeting of shareholders Comment on effectiveness.
This legal opinion is only used for the purpose of witnessing this general meeting of shareholders. The exchange agrees that the company will announce this legal opinion together with other documents of this general meeting of shareholders in accordance with relevant regulations. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose or purpose.
1、 Convening and convening procedures of this general meeting of shareholders
1. On January 24, 2022, the board of directors of the company announced the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) in the information disclosure media designated by the CSRC. The notice of the meeting stated the time, place, content, contact telephone number and contact name of the meeting, and explained the equity registration date and Registration methods of shareholders attending the meeting, voting procedures for online voting, etc.
2. The general meeting of shareholders is held by combining on-site voting and online voting.
(1) The company provides online voting platforms to all shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 10, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 10, 2022. The time and method of online voting are consistent with the disclosure of meeting notice.
(2) The on-site meeting of the general meeting of shareholders was held on time at 14:30 p.m. on February 10, 2022 in conference room 4, No. 346, Leifeng Avenue, Changsha City, Hunan Province. The time, place and other matters of the meeting were consistent with those disclosed in the meeting notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener meets the provisions of the company law and the articles of association.
2. According to the register of shareholders of the company as of the equity registration date and the identity documents of shareholders attending the on-site meeting, there are 2 shareholders attending or entrusting agents to attend the on-site meeting, representing 111852331 shares of the company, accounting for 19.5169% of the total shares of the company; There are 15 shareholders voting through the Internet, representing 61857128 shares of the company, accounting for 10.7933% of the total shares of the company. The identity and shareholder qualification of the shareholders voting through the online voting system have been certified by the network system of Shenzhen Stock Exchange.
A total of 17 shareholders attended the on-site meeting and voted through the Internet, representing 173709459 shares of the company, accounting for 30.3102% of the total shares of the company; Among them, there are 14 minority shareholders, representing 24454448 shares of the company, accounting for 4.2670% of the total shares of the company.
3. In addition to the witness lawyers of the firm, other personnel attending / attending the shareholders' meeting are the Secretary of the board of directors and other senior managers, directors and supervisors of the company. These personnel have the qualification to attend / attend the meeting as required by laws, regulations, rules for shareholders' meeting and the articles of association.
The lawyers of the firm believe that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting on the proposals listed in the meeting notice in accordance with the procedures specified in relevant laws, regulations, normative documents and the articles of association.
The company monitored, checked and counted the votes according to the procedures specified in the articles of association, and announced the voting results on the spot. The proposals considered at this meeting are ordinary resolutions, which shall be adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders.
The proposal of the general meeting of shareholders was passed by voting, and the specific voting results are as follows:
1. Deliberated and passed the proposal on adjusting the implementation contents of some investment projects with raised funds
The voting result was 173496659 shares, accounting for 99.8775% of the total number of valid voting shares held by shareholders attending the meeting; Against 96800 shares, accounting for 0.0557% of the total number of valid voting shares held by shareholders attending the meeting; 116000 shares abstained, accounting for 0.0668% of the total number of valid voting shares held by shareholders attending the meeting; The voting results of minority shareholders were: 24241648 shares were approved, accounting for 99.1298% of the total number of valid voting shares of minority shareholders attending the meeting; Against 96800 shares, accounting for 0.3958% of the total number of valid voting shares of minority shareholders attending the meeting; 116000 shares were abstained, accounting for 0.4744% of the total number of valid voting shares of minority shareholders attending the meeting.
After inspection, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association, and are legal and effective.
(there is no text below this page, and the next page is the signature page)
There is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Hunan Boyun New Materials Co.Ltd(002297) 2022.
This legal opinion is issued on February 10, 2022 in triplicate, without copies.
Guohao law firm (Changsha)
Person in charge: Handling lawyer:
Lawyer Luo Zheng and lawyer Dong Yajie
Lawyer Tan chengkai
