Shaanxi Jinlu law firm
About Baiyin Nonferrous Group Co.Ltd(601212)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Silkroad law firm Xi’an: 1804-1805, block D, city gate, No. 1, Jinye Road, hi tech Zone, Xi’an Shenzhen: room 2603, block B, building 2, Dachong business center, No. 9678, Shennan Avenue, Nanshan District, Shenzhen Beijing: No. 8, Haidian North 2nd Street, Haidian District, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) soho803
Tel: + 86 29 88600389 + 86 755 26403572 + 86 10 62682872
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Shaanxi Jinlu law firm
About Baiyin Nonferrous Group Co.Ltd(601212)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Baiyin Nonferrous Group Co.Ltd(601212)
Shaanxi Jinlu law firm (“the firm” or “Jinlu”), as the perennial legal counsel of Baiyin Nonferrous Group Co.Ltd(601212) (“the company”), entrusted by the company, appointed lawyers Jia Xin and Yuan Xingyue of the firm to witness the first extraordinary general meeting of shareholders of the company in 2022 (“the general meeting”). Affected by the epidemic of pneumonia caused by New Coronavirus, in order to cooperate with the epidemic prevention and control work, the lawyers appointed by the Institute witnessed the shareholders’ meeting through video. In accordance with the company law of the people’s Republic of China (“the company law”), the securities law of the people’s Republic of China (“the securities law”), the rules for the general meeting of shareholders of listed companies (“the rules for the general meeting of shareholders”) and other relevant laws and regulations, as well as the Baiyin Nonferrous Group Co.Ltd(601212) articles of Association (“the articles of association”), Witness the shareholders’ meeting and issue legal opinions.
In this legal opinion, our lawyers only express their opinions on the convening of the general meeting of shareholders, the qualification of the convener, whether the convening procedures are legal and in accordance with the articles of association, the legitimacy and validity of the qualifications of the participants, the voting methods, voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in such proposals. Jinlu only publishes legal opinions in accordance with current Chinese laws and does not issue legal opinions in accordance with any laws outside China. This legal opinion does not express opinions on any professional matters related to accounting, auditing, asset evaluation, etc. In order to issue this legal opinion, lawyer Jinlu reviewed the relevant documents and materials of the company’s shareholders’ meeting. After the above inspection, Jinlu issued this legal opinion based on the following assumptions:
1. The company has provided Jinlu with copies of documents that Jinlu considers necessary for issuing this legal opinion, and has disclosed all relevant facts to Jinlu without any concealment, omission, falsehood or misleading; 2. All documents (including original written materials, duplicate materials or oral testimony) provided by the company to Jinlu are true, accurate and complete;
3. All contractual documents provided by the company to Jinlu come into force after being duly authorized, signed and sealed by each signatory; Each contracting party is qualified and entitled to perform its obligations under these documents; Unless otherwise stated in the legal opinion of Shaanxi Jinlu law firm on the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022 or such documents are bound by laws outside China, these documents are binding on all its signatories;
4. All signatures and seals on all documents provided by the company to Jinlu are true, and the copies are consistent with the original;
5. The originals of all documents have not been revoked by relevant government departments within their validity period, and are held by their respective legal holders on the date of issuance of this legal opinion;
6. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Jinlu issues this legal opinion according to the supporting documents issued by the company or other third parties.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
Lawyer Jinlu has verified and verified the relevant documents and matters of the shareholders’ meeting in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
Legal opinion of Shaanxi Jinlu law firm on the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022
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1、 The convener’s qualifications and procedures of this general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. On January 24, 2022, the company held the 35th meeting of the Fourth Board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
3. According to the resolutions of the 35th meeting of the 4th board of directors and the 16th and 17th meetings of the 4th board of supervisors of the company, on January 25, 2022, the company posted on China Securities Journal, securities daily and the website of Shanghai Stock Exchange (www.see. Com. CN) The notice on convening the first extraordinary general meeting in 2022 (the “Notice of the general meeting”) was disclosed, 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 matters needing attention in voting at the general meeting, the participants of the meeting, the registration method of the meeting and other matters.
Accordingly, our lawyers believe that the convening procedure of the general meeting of shareholders of the company complies 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 general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and effective.
2、 Convening procedures of this general meeting of shareholders
1. This general meeting of shareholders adopts the combination of on-site meeting and online voting.
2. Mr. Wang, chairman of the board of directors of the company, presided over the meeting at room 212, haoyin Road, Baiyin District, Gansu Province, on November 15, 2022.
3. The starting and ending time of online voting of the general meeting of shareholders is: from February 11, 2022 to February 11, 2022, the voting time through the trading system voting platform of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
4. This shareholders’ meeting does not involve the public solicitation of shareholders’ voting rights.
Accordingly, our lawyers believe that the convening 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.
Legal opinion of Shaanxi Jinlu law firm on the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022
3、 Personnel attending the general meeting of shareholders
（1） Shareholders and their agents
The equity registration date of this shareholders’ meeting is February 8, 2022.
According to the register of shareholders and their representatives for the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022 provided by the company, the business license of corporate shareholders, the identity certificate of legal representative, the power of attorney and the identity certificate of entrusted agent, as well as the statistical data of Shanghai stock exchange information Network Co., Ltd, A total of 38 shareholders and their proxies attended the general meeting of shareholders of the company, and the number of shares representing effective voting rights was 5351273340, accounting for 72.2678% of the total shares with effective voting rights of the company, including:
1. There were no shareholders present at the shareholders’ meeting.
2. According to the statistics of Shanghai Stock Exchange Information Network Co., Ltd. and confirmed by the company, 38 shareholders and shareholder agents voted through the online voting system during the online voting time, and 5351273340 shares representing effective voting rights, accounting for 72.2678% of the total shares of the company. The qualification of online voting shareholders is verified by the trading system of Shanghai Stock Exchange when they conduct online voting. Our lawyers are unable to verify the qualification of such shareholders.
（2） Persons attending the meeting as nonvoting delegates
1. Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and some other senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
2. Our lawyers and other personnel invited by the board of directors attended the meeting as nonvoting delegates.
To sum up, on the premise that the qualifications of the shareholders participating in the online voting of the general meeting of shareholders are in line with the relevant provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that the personnel attending the general meeting of shareholders and their qualifications are in line with the relevant provisions of laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the articles of association.
4、 Voting procedures and results of the general meeting of shareholders
（1） Voting procedure
1. Witnessed by our lawyers, the proposals considered at the on-site meeting of the general meeting of shareholders were voted by open ballot. During the voting, the representatives of shareholders, supervisors and our lawyers counted and monitored the votes in accordance with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. The voting results of the general meeting of shareholders were announced on the spot.
Legal opinion of Shaanxi Jinlu law firm on the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022
2. After verification by our lawyers, the company provides shareholders with a voting platform in the form of network through the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai Stock Exchange. After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical data of the total number of voting rights and voting results participating in the online voting of the general meeting of shareholders.
（2） Voting results
Witnessed by our lawyers, the following proposals were considered and passed at the general meeting of shareholders:
Non cumulative voting motion
1. Proposal on Amending the articles of association and other relevant systems
1.01 articles of Association
1.02 rules of procedure of general meeting of shareholders
1.03 rules of procedure of the board of directors
1.04 rules of procedure of the board of supervisors
2. Proposal to apply for comprehensive credit from financial institutions in 2022
3. Proposal for daily related party transactions in 2022
3.01 daily related party transactions with Baiyin Nonferrous Group Co.Ltd(601212) Industrial Group Co., Ltd. and its subsidiaries
3.02 daily related party transactions with Gansu Jinghong storage and Transportation Co., Ltd
3.03 daily related party transactions with Qinghai Citic Guoan Information Industry Co.Ltd(000839) lithium Development Co., Ltd., Citic Heavy Industries Co.Ltd(601608) and China Citic Bank Corporation Limited(601998) Lanzhou Branch
3.04 daily related party transactions with Golmud Ankun Logistics Co., Ltd
3.05 related party transactions with Gansu Xinye Asset Management Co., Ltd. and Lhasa haidingyuan Materials Co., Ltd
4. Proposal for external guarantee plan in 2022
Cumulative voting motion
Legal opinion of Shaanxi Jinlu law firm on the first extraordinary general meeting of shareholders in Baiyin Nonferrous Group Co.Ltd(601212) 2022
5. Proposal on the election of independent directors of the company
5.01 proposal to elect sun Jilu as an independent director of the company
6 proposal on by election of supervisors
6.01 proposal to elect Comrade Du Ming as the supervisor of the company
The lawyer of the firm verified that the proposals considered and voted at the general meeting of shareholders were consistent with the contents stated in the notice of the general meeting of shareholders of the company. The general meeting of shareholders did not vote on the matters not listed in the notice of the general meeting of shareholders, nor did it modify the original proposal or propose a new proposal.
The number of votes deliberated and passed at the general meeting of shareholders complies 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 proposal 1.01 deliberated at the general meeting of shareholders is a special resolution proposal, and there is no proposal involving the voting of preferred shareholders; Related shareholders Citic Guoan Information Industry Co.Ltd(000839) Group Co., Ltd., China CITIC Group Co., Ltd., state owned assets supervision and Administration Commission of Gansu Provincial People’s government, Gansu Xinye Asset Management Co., Ltd. and Gansu Economic Cooperation Co., Ltd. all avoided voting on Item 3 (including items 3.01 to 3.05); Items 3 (including items 3.01 to 3.05), 4 and 5 related to the separate counting of votes for small and medium-sized investors have carried out separate counting of votes for the votes of small and medium-sized investors.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, and the voting procedures of this general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of Association, and the voting results are legal and effective.
This legal opinion is made in duplicate and takes effect after being signed by the witness lawyer and the person in charge of this office and sealed by this office. Each has the same legal effect.
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