Beijing Tongshang law firm on the second extraordinary general meeting of shareholders in Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) 2022
Legal opinion
February, 2002
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Beijing Tongshang law firm
About Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612)
In accordance with the lawyers law of the people’s Republic of China, 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 and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) and other laws, regulations and normative documents, as well as the provisions of the Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) articles of Association (hereinafter referred to as the “articles of association”), Beijing Tongshang law firm (hereinafter referred to as “the firm”) accepts the entrustment of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) (hereinafter referred to as “the company”, securities code: 000612), appoints lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and issues legal opinions on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the documents and materials related to the shareholders’ meeting provided by the company, and listened to the statements and explanations of the company’s personnel on relevant facts. The exchange has obtained the following guarantees from the company to ensure that the documents and materials provided by it are true, accurate and complete without concealment, falsehood and major omissions; All signatures and contents recorded on the document are true and valid; The copies of the documents are consistent with their originals.
The exchange agrees to take this legal opinion as a necessary legal document for the company’s general meeting of shareholders and submit and announce it together with other documents. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose or purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have witnessed the shareholders’ meeting in accordance with the law, and conducted necessary verification and verification of relevant documents and facts. We hereby issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company. On January 27, 2022, the 26th meeting of the 8th board of directors of the company deliberated and approved the proposal on convening the shareholders’ meeting of the company, and then announced the time, place, discussion topics, meeting registration and other matters of the shareholders’ meeting, The notice of the meeting was published in China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) Inform all shareholders on the website.
The voting method of this general meeting of shareholders adopts the combination of on-site voting and online voting.
At 2:30 p.m. on Tuesday, February 15, 2022, the on-site meeting of the general meeting of shareholders was held in the conference room on the second floor of the company’s office building as scheduled. The meeting was presided over by Chairman Huo bin.
Online voting date and time: the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 15, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. – 15:00 p.m. on February 15, 2022.
The exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and the articles of Association; The qualification of the board of directors as the convener is legal and valid.
2、 Qualification of participants in the general meeting of shareholders
According to the notice of this shareholders’ meeting, as of the closing of Shenzhen Stock Exchange on the afternoon of February 10, 2022, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to participate in this shareholders’ meeting.
1. General attendance of shareholders:
According to the data provided by Shenzhen Securities Information Co., Ltd. and on-site statistics, 63 shareholders attended the meeting and participated in online voting, representing 418008417 shares, accounting for 35.0620% of the total shares of the listed company. Among them, one shareholder passed the on-site voting, representing 1120686 shares, accounting for 0.0940% of the total shares of the listed company; 62 shareholders voted online, representing 416887731 shares, accounting for 34.9680% of the total shares of the listed company.
2. Attendance of minority shareholders:
According to the data provided by Shenzhen Securities Information Co., Ltd. and on-site statistics, 60 shareholders attended and participated in online voting, including 8019950 representative shares, accounting for 0.6727% of the total shares of the listed company. Among them, one shareholder passed the on-site voting, representing 1120686 shares, accounting for 0.0940% of the total shares of the listed company; 59 shareholders voted online, representing 6899264 shares, accounting for 0.5787% of the total shares of the listed company. Shenzhen Securities Information Co., Ltd. shall verify the identity of shareholders who vote through the above online voting system. The exchange believes that the qualification of the above shareholders and their proxies to participate in the general meeting of shareholders and exercise their voting rights is legal and effective.
Other participants in the shareholders’ meeting include directors, supervisors, senior managers and lawyers of the company. The exchange believes that such personnel are qualified to attend or attend the general meeting of shareholders as nonvoting delegates.
3、 Voting procedures and results of this general meeting of shareholders
The following proposals were considered at the shareholders’ meeting:
1. Proposal on appointing the company’s audit institution in 2021 and determining its audit fees.
After verification, the above proposal is an ordinary resolution of the general meeting of shareholders, which needs to be passed by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
According to the verification of our lawyers, the proposals considered at this shareholders’ meeting are consistent with those listed in the meeting notice, there are no other changes to the contents of the matters listed in the meeting notice, and no new proposals are proposed.
The above proposals were voted by the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders by open ballot, and the votes were counted and monitored according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. Online voting is exercised through the trading system and Internet voting system of Shenzhen Stock Exchange, and Shenzhen Securities Information Co., Ltd. is responsible for counting the voting results.
According to the voting results of consolidated statistics, the above proposals considered at the general meeting of shareholders were effectively passed.
The exchange believes that the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, the exchange believes that the convening, convening and voting procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws and regulations, as well as the articles of Association. The qualifications of the participants and the conveners of the meeting are legal and valid, and the voting results are legal and valid. (no text below)
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Beijing Tongshang law firm (seal)
Handling lawyer:
Pan Xinggao
Handling lawyer:
Yao Jin
person in charge:
Kong Xin
February 15, 2002
