Guohao law firm (Shanghai)
About Yunnan Energy New Material Co.Ltd(002812)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Yunnan Energy New Material Co.Ltd(002812)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") serves as the distinguished legal adviser of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as "the company" or " Yunnan Energy New Material Co.Ltd(002812) "). According to 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") and other laws Laws and regulations, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Yunnan Energy New Material Co.Ltd(002812) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, appoint lawyer he Jiahuan Lawyer Chen Xiaoxing attended and witnessed the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company at 14:00 p.m. on Monday, February 14, 2022 in the conference room on the third floor of Yunnan Hongta Plastic Co., Ltd., No. 14, Xiushan Road, high tech Zone, Yuxi City, Yunnan Province The voting procedures of the meeting were reviewed.
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to take this legal opinion as the legal document for the announcement of the company's general meeting of shareholders, and submit it to Shenzhen stock exchange for review and announcement together with other announcements of the company.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders' meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company's shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
On January 25, 2022, the board of directors of the company has published on China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Published the notice of Yunnan Energy New Material Co.Ltd(002812) on convening the second extraordinary general meeting of shareholders in 2022
The conference will be held at 14:00 p.m. on Monday, February 14, 2022.
After verification by our lawyers, the general meeting of shareholders was held by combining on-site voting and online voting, including:
(1) On site voting: if the shareholder attends the on-site meeting in person or entrusts a proxy in writing to attend the on-site meeting, the proxy entrusted by the shareholder need not be the shareholder of the company.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time.
Upon examination, our lawyers believe that the publication date of the notice of the company convening the general meeting of shareholders has reached 15 days from the date of the general meeting of shareholders; The announcement issued by the company specifies the time, place and deliberation items of the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the general meeting of shareholders, the registration method of shareholders attending the meeting, etc; The proposals submitted by the board of directors to the shareholders' meeting for deliberation are:
(1) Proposal on daily connected transactions in 2022;
(2) Proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary;
(3) Proposal on formulating the management measures for the implementation and assessment of the company's stock option and restricted stock incentive plan in 2022;
(4) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
After examination, the above proposals comply with the relevant provisions of the articles of association and the rules of the general meeting of shareholders, have been listed in the notice of the general meeting of shareholders, and the contents of the proposals have been fully disclosed.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
2、 Qualification of personnel attending the general meeting of shareholders
In accordance with the company law, the securities law, the articles of association, the rules of the general meeting of shareholders and the notice on convening the general meeting of shareholders, the persons attending the general meeting of shareholders shall be:
(1) At the closing of the afternoon of the equity registration day on Wednesday, February 9, 2022, all shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
Upon the inspection of our lawyers, 68 shareholders or shareholders' agents attended the general meeting of the company, representing 535361723 shares of the company, Accounting for 60.0975% of the total shares of the company (according to the requirements of the company law and relevant rules, the shares in the special account for repurchase of listed companies do not enjoy the voting rights of the general meeting of shareholders. As of the date of equity registration, the company's special account for repurchase holds 1585437 shares of the company, and the repurchased shares in the special securities account for repurchase have been deducted when calculating the total voting shares of the general meeting of shareholders, the same below); The directors, supervisors, senior managers and witness lawyers employed by the company comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
According to the inspection of our lawyers, the convener of this shareholders' meeting is the board of directors of the company, which complies with the provisions of the company law, the securities law, the articles of association and the rules of shareholders' meeting.
3、 Independent directors solicit voting rights
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the entrustment of other independent directors of the company, Mr. Tang Changjiang, the independent director of the company, as the collector, publicly solicits the entrusted voting rights from all shareholders of the company for the relevant proposals deliberated at the second extraordinary general meeting of shareholders in 2022, The announcement on Yunnan Energy New Material Co.Ltd(002812) public solicitation of entrusted voting rights of independent directors was disclosed in the designated media on January 25, 2022. The starting and ending time of solicitation of voting rights is from February 10, 2022 to February 11, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.). As of 17:00 p.m. on February 11, 2022, Mr. Tang Changjiang, an independent director, had not received the voting right entrustment from the shareholders.
After verification by our lawyers, our lawyers believe that the procedures for independent directors to solicit voting rights comply with the provisions of the measures for the administration of equity incentives of listed companies, the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies, the articles of association and the rules of the general meeting of shareholders.
4、 New proposal on
After examination by our lawyers, no new proposals were put forward at this meeting.
5、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the matters listed in the announcement item by item in the way of combining on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association, and combined the voting results of on-site voting and online voting after the completion of online voting. All motions were passed by effective vote.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
6、 Concluding observations
To sum up, our lawyers 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 and the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, which are legal and effective. The relevant resolutions adopted at this shareholders' meeting are legal and valid.
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This legal opinion is issued on February 14, 2022 in three originals without copies.
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
Li Qiang, he Jiahuan
Chen Xiaoxing
