Report of Beijing Yingke (Urumqi) law firm on the first extraordinary general meeting of shareholders in Xinjiang Hejin Holding Co.Ltd(000633) 2022
Legal opinion
No. 2588, hongguangshan Road, Shuimogou District, Urumqi, Xinjiang
Website: www.yingkelawyer.com com.
Beijing Yingke (Urumqi) law firm
Legal opinion on Xinjiang Hejin Holding Co.Ltd(000633) the first extraordinary general meeting of shareholders in 2022
To: Xinjiang Hejin Holding Co.Ltd(000633) (hereinafter referred to as “the company”)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) issued by the China Securities Regulatory Commission Beijing Yingke (Urumqi) law firm (hereinafter referred to as “the firm”) is entrusted by the company to appoint Lawyer Zhang Kang Lawyer Feng Baolin attended the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the meeting”) and issued this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of this meeting provided by the company. The company has guaranteed to provide all relevant documents and materials required for the issuance of this legal opinion to our lawyers, and to ensure the authenticity, integrity and effectiveness of the documents and materials provided.
According to the requirements of the rules of the general meeting of shareholders, our lawyers only check and express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants, as well as the voting procedures and voting results of the meeting, and do not express opinions on the authenticity and legitimacy of the contents of various proposals considered at the meeting and the facts and data involved.
There are no false, seriously misleading statements and major omissions in this legal opinion, which is only for the purpose of this meeting of the company and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of the company.
In accordance with the relevant requirements of the securities law, the rules of the general meeting of shareholders and the business management measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was convened by the board of directors of the company. The board of directors of the company was posted on the website of Shenzhen Stock Exchange on January 28, 2022（ http://www.szse.cn. ）The notice of Xinjiang Hejin Holding Co.Ltd(000633) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the on-site meeting of the meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, listed the deliberation matters of this meeting, and fully disclosed the contents of relevant proposals.
(II) convening of this meeting
This meeting of the company was held by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 14:30 on February 14, 2022 in the conference room on the 8th floor of Baoying Hotel, No. 318, Kunlun East Road, Shuimogou District, Urumqi, Xinjiang, as scheduled, presided over by Mr. Gan Lin, chairman of the company.
The specific time for online voting through the trading system of Shenzhen Stock Exchange at this meeting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022; Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time for voting is 9:15-15:00 on February 14, 2022. Upon inspection, the time, place, method and content of the meeting are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of the company, which meets the qualification of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures and power of attorney of the shareholders attending the on-site meeting, the register of shareholders as of the equity registration date of the meeting (February 8, 2022) and relevant shareholder identity documents, a total of one shareholder (shareholder agent) attended the meeting, representing 77021275 shares, accounting for 20% of the total shares of the company. In addition to the company’s shareholders (shareholders’ agents), the directors, supervisors, senior managers and lawyers of the exchange also attended the meeting. Upon inspection, the qualifications of the above-mentioned personnel attending the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
According to the statistics of Shenzhen Stock Exchange and the verification and confirmation of the company, a total of 3 shareholders participated in the meeting through online voting, representing 110500 shares, accounting for 0.0287% of the total shares of the company. The qualification of the above shareholders participating in online voting has been certified by the trading system of Shenzhen Stock Exchange.
3、 Voting procedures and results of the meeting
Upon inspection, the matters considered and voted at this meeting are all the proposals listed in the company’s announced meeting notice. After deliberation item by item and in accordance with the voting procedures stipulated in the articles of association, the following proposals were adopted:
1. Proposal 1.00: proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the 11th board of directors;
1.01 nominate Mr. Gan Lin as a candidate for non independent director of the 11th board of directors
Voting: 77021276 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to one share, accounting for 0.0009% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
1.02 nominate Mr. Li Gang as a candidate for non independent director of the 11th board of directors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
1.03 nominate Mr. Li Qiang as a candidate for non independent director of the 11th board of directors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
1.04 nominate Ms. Wang Juan as a candidate for non independent director of the 11th board of directors
Voting: 77021276 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to one share, accounting for 0.0009% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
1.05 nominate Mr. Liao Xiaochun as a candidate for non independent director of the 11th board of directors
Voting: 77021276 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to one share, accounting for 0.0009% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
1.06 nominate Mr. Bai Juqiang as a candidate for non independent director of the 11th board of directors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
2. Proposal 2.00: proposal on the general election of the board of directors and the nomination of independent director candidates for the 11th board of directors;
2.01 nominate Ms. Gong Qiaoli as the candidate for independent director of the 11th board of directors
Voting: 77021276 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to one share, accounting for 0.0009% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
2.02 nominate Mr. Gao Wensheng as the candidate for independent director of the 11th board of directors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
2.03 nominate Mr. Chen Hongliu as the candidate for independent director of the 11th board of directors
Voting: 77021276 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to one share, accounting for 0.0009% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
3. Proposal 3.00: proposal on the general election of the board of supervisors and the nomination of candidates for non employee supervisors of the 11th board of supervisors;
3.01 nominate Ms. Liu Yanhong as a candidate for non employee supervisor of the 11th board of supervisors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
3.02 nominate Ms. Deng Yanrong as a candidate for non employee supervisor of the 11th board of supervisors
Voting: 77021275 shares were approved, accounting for 99.8567% of the total number of valid voting shares attending the meeting;
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 0 shares, accounting for 0.0000% of the total shares held by minority shareholders attending the meeting.
Voting result: adopted.
4. Proposal 4.00: proposal on reappointment of financial and internal control audit institutions in 2021. Voting: 77131775 shares were approved, accounting for 100.0000% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company’s shares: agree to 110500 shares, accounting for 100.0000% of the total shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
Qiu Yue and Zhang Kang served as tellers and Gan Lin as scrutineers at the meeting. The votes of the on-site meeting shall be counted on the spot by the vote counter, the scrutineer and the lawyer of the office, and the final voting results shall be published after being combined with the online voting results.
After verification, the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the 11th board of directors, the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the 11th board of directors, the proposal on the general election of the board of supervisors and the nomination of candidates for non employee supervisors of the 11th board of supervisors The proposal on renewing the appointment of the financial and internal control audit institution in 2021 was adopted by more than half of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of the company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Yingke (Urumqi) law firm on the first extraordinary general meeting of shareholders in Xinjiang Hejin Holding Co.Ltd(000633) 2022)
Zhan Yupu
Handling lawyer
Zhang Kang, Feng Baolin
Beijing Yingke (Urumqi) law firm February 14, 2022
