Shanghai jintiancheng (Wuhan) law firm
About Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 03-05, 8th floor, Minsheng financial center, No. 187, Yunxia Road, Jianghan District, Wuhan
Tel: 027-83828888 post code: 430030
Shanghai jintiancheng (Wuhan) law firm
About Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Shanghai jintiancheng (Wuhan) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as “the company”) to hold the second extraordinary general meeting of shareholders in 2002 (hereinafter referred to as “the general meeting of shareholders”), This legal opinion is issued 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 and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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 (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
The seventh meeting of the 10th board of directors was held and it was decided to convene the shareholders’ meeting.
The company has published in the securities times, China Securities Journal, Shanghai Securities News and cninfo.com on January 27, 2022（ http://www.cn.info.com.cn. ）The notice of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) on convening the second extraordinary general meeting of shareholders in 2022 was issued at the meeting. The above-mentioned meeting notice specifies the convener, date and time of the general meeting of shareholders (including the date and time of the on-site meeting and the date and time of online voting), the method of holding, the date of share registration, the object of attendance, the place of the meeting, the matters to be considered at the meeting On site meeting registration method, specific operation process of participating in online voting, meeting contact person and contact information. Among them, the date of publication of the announcement is more than 15 days from the date of the convening of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:45 on February 11, 2022 in conference room 1, third floor, Shuanghuan science and technology office building, No. 26, Tuanjie Avenue, dongmafang, Yingcheng City, Hubei Province, presided over by Wang Wanxin, chairman of the company.
The shareholders’ meeting was held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 11, 2022.; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 11, 2022. The equity registration date of shareholders is February 8, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 17 shareholders and their proxies attended the shareholders’ meeting, representing 10610707 voting shares, accounting for 2.2861% of the total shares of the company, including: 1. Shareholders and their proxies attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders were found, and there were 0 shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders
All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the afternoon closing of February 8, 2022. These shareholders hold 0 shares of the company, accounting for 0% of the total 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. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, a total of 17 shareholders voted effectively through the online voting system, representing 10610707 voting shares, accounting for 2.2861% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
3. Minority investors and shareholders attending the meeting
A total of 17 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 10610707 voting shares, accounting for 2.2861% of the total voting shares of the company.
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending and attending the shareholders’ meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendees of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and is legal and effective.
3、 Proposals considered at the general meeting of shareholders
The proposals considered in the notice of the general meeting of shareholders are: 1. Proposal on re signing the financial service agreement with the finance company to carry out related party transactions. 2. Proposal on the prediction of daily connected transactions in 2022. The above proposal was published in China Securities Journal, Shanghai Securities News, securities times and cninfo on January 27, 2022（ http://www.cn.info.com.cn. ）An announcement was made on the website.
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason.
As the proposal considered at this shareholders’ meeting has related transactions with the controlling shareholder Hubei Shuanghuan Chemical Group Co., Ltd. (hereinafter referred to as “Shuanghuan group”) and its controlling shareholder Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. (hereinafter referred to as “Yihua group”) and its subsidiaries and other subsidiaries controlled by Yihua group, it constitutes related matters, Therefore, when the shareholders’ meeting made a resolution on the above deliberation matters, the related shareholders Hubei Shuanghuan Chemical Group Co., Ltd. and Yichang chixing Chemical Trading Co., Ltd., who had an interest in the related matters, avoided voting on the proposal.
According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Proposal on re signing the financial service agreement with the finance company to carry out related party transactions
Voting results: 10306307 shares were approved, accounting for 97.1312% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; 304400 shares were abstained (including 0 shares by default due to non voting), accounting for 2.8688% of the shares held by all shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 10306307 shares are agreed, accounting for 97.1312% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; 304400 shares were abstained (including 0 shares by default due to non voting), accounting for 2.8688% of the shares held by minority shareholders attending the meeting.
2. Proposal on prediction of daily connected transactions in 2022
Voting results: 10306307 shares were approved, accounting for 97.1312% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; 304400 shares were abstained (including 0 shares by default due to non voting), accounting for 2.8688% of the shares held by all shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 10306307 shares are agreed, accounting for 97.1312% of the shares held by minority shareholders attending the meeting; Against 0 shares, accounting for the shares held by small and medium-sized shareholders attending the meeting
0.0000% of; 304400 shares were abstained (including 0 shares by default due to non voting), accounting for 2.8688% of the shares held by minority shareholders attending the meeting.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants and voting procedures of the company’s general meeting of shareholders are in line with the company law, the rules for general meetings of shareholders of listed companies and other laws, regulations, rules and other normative documents and the relevant provisions of the articles of association, The voting results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng (Wuhan) law firm on Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) the second extraordinary general meeting of shareholders in 2002)
Handling lawyer of Shanghai jintiancheng (Wuhan) law firm:
Peng Lei
Person in charge: Handling lawyer:
Zhang chaofang Wei
February 11, 2022
