Wanshang tianqin (Shenzhen) law firm
About Csg Holding Co.Ltd(000012)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Csg Holding Co.Ltd(000012)
Engaged by Csg Holding Co.Ltd(000012) (hereinafter referred to as "the company"), Wanshang tianqin (Shenzhen) law firm (hereinafter referred to as "the firm") appointed lawyer Du Shanshan and lawyer Yang Min to attend the current meeting of the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), In accordance with 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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, As well as the relevant provisions of the Csg Holding Co.Ltd(000012) articles of Association (hereinafter referred to as the "articles of association") and the rules of procedure for the general meeting of shareholders of China Southern Glass Group Co., Ltd. (hereinafter referred to as the "rules of procedure for the general meeting of shareholders"), we have reviewed the relevant matters involved in the general meeting of shareholders, After consulting the documents that the lawyers of the firm consider necessary for issuing the legal opinion, they agree to announce the legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion according to law.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. Rules of procedure for general meeting of shareholders of CSG;
3. The company published on cninfo (www.cn. Info. Com. CN.) on December 25, 2021 Announcement on the resolution of the 9th interim meeting of the board of directors of China Southern Glass Group Co., Ltd;
4. The company published on cninfo (www.cn. Info. Com. CN.) on December 25, 2021 Announcement of China Southern Glass Group Co., Ltd. on providing guarantee for subsidiaries;
5. The company published on cninfo (www.cn. Info. Com. CN.) on January 28, 2022 Opinions of independent directors of China Southern Glass Group Co., Ltd. on the allowance of external directors (except those in shareholder units);
6. The company published on cninfo (www.cn. Info. Com. CN.) on January 29, 2022 Announcement on the resolution of the 9th interim meeting of the board of directors of China Southern Glass Group Co., Ltd;
7. The company published on cninfo (www.cn. Info. Com. CN.) on January 29, 2022 Notice of China Southern Glass Group Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022;
8. Registration records and voucher materials of shareholders attending the general meeting of shareholders;
9. Relevant documents of the shareholders' meeting.
The company has assured the exchange that the originals and copies of all documents provided by the company are true, accurate and complete. The company has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to the exchange without any concealment or omission.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters of the company's general meeting of shareholders, and hereby issued the following legal opinions:
1、 On the convening and convening procedures of the company's general meeting of shareholders
After verification by our lawyers, the board of directors of the company decided to convene the shareholders' meeting according to the resolution of the ninth extraordinary meeting of the board of directors held on January 28, 2022, and published the notice on convening the first extraordinary shareholders' meeting in 2022 on cninfo.com on January 29, 2022. The aforesaid notice has explained the time, place, deliberation items, participants, registration methods and other matters of the general meeting of shareholders.
On February 16, 2022, the general meeting of shareholders was held at the time and place notified above, and the agenda listed in the announcement was completed.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders of the company has performed the legal procedures, and there is no violation of the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, the articles of association and the rules of procedure for the general meeting of shareholders of CSG.
2、 Qualification of personnel and conveners attending the general meeting of shareholders
A total of 92 shareholders and authorized agents participated in the on-site meeting and online voting of the general meeting of shareholders, representing 891729055 shares with voting rights, accounting for 29.04% of the total shares of the company. Among them, there are 87 directors, supervisors, senior managers and shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company (hereinafter referred to as "minority shareholders"), representing 147517654 shares with voting rights, accounting for 4.80% of the total shares of the company. Of which:
1. After checking the account registration certificate, identity certificate of shareholders' entrusted agent, power of attorney and other relevant materials submitted by the on-site personnel attending the shareholders' meeting, a total of 56 shareholders attended the on-site meeting of the shareholders' meeting, representing 98438058 shares with voting rights, accounting for 3.21% of the total shares of the company.
2. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., 36 shareholders participated in the voting within the online voting time specified in the meeting notice, representing 793290997 shares with voting rights, accounting for 25.83% of the total shares of the company. The identity of the above shareholders who vote through online voting shall be verified by the identity verification institution of Shenzhen Stock Exchange.
Some directors, supervisors, senior managers of the company and the witness lawyers of the exchange attended the shareholders' meeting as nonvoting delegates.
The convener of this shareholders' meeting is the 9th board of directors of the company.
In conclusion, our lawyers believe that the shareholders attending the on-site meeting of the general meeting of shareholders The qualifications of shareholders' representatives and other personnel as well as the convener of this general meeting of shareholders are in line with the company law, the rules for the general meeting of shareholders of listed companies and the members of Shenzhen Securities Exchange Wanshang tianqin alliance. For more details, please visit alliance.vtlaw.cn. 3
The rules for the implementation of online voting at the general meeting of shareholders of listed companies of E-House and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure for the general meeting of shareholders of CSG.
3、 Voting procedures and results of this general meeting of shareholders
It is witnessed that the shareholders' meeting voted and passed the following proposals in accordance with the company law, rules for the general meeting of shareholders of listed companies, detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association and rules of procedure for the general meeting of shareholders of CSG:
1. Proposal on providing guarantee for subsidiaries
Voting results: 888088257 shares were approved, accounting for 99.59% of the total voting shares of the company attending the meeting; Against 1433131 shares, accounting for 0.16% of the total voting shares of the company attending the meeting; 2207667 shares were abstained, accounting for 0.25% of the total voting shares of the company attending the meeting.
Voting results of minority shareholders: 143876856 shares were approved, accounting for 97.53% of the total voting shares of minority shareholders attending the meeting; Against 1433131 shares, accounting for 0.97% of the total voting shares of minority shareholders attending the meeting; 2207667 shares were abstained, accounting for 1.50% of the total voting shares of minority shareholders attending the meeting. 2. Proposal on the allowance of external directors (except those in shareholder units)
Voting results: 888653774 shares were approved, accounting for 99.66% of the total voting shares of the company attending the meeting; Against 867614 shares, accounting for 0.10% of the total voting shares of the company attending the meeting; 2207667 shares were abstained, accounting for 0.25% of the total voting shares of the company attending the meeting.
Voting results of minority shareholders: 144442373 shares were approved, accounting for 97.92% of the total voting shares of minority shareholders attending the meeting; Against 867614 shares, accounting for 0.59% of the total voting shares of minority shareholders attending the meeting; 2207667 shares were abstained, accounting for 1.50% of the total voting shares of minority shareholders attending the meeting. Members of Wanshang tianqin alliance. For more details, please visit alliance vtlaw. cn. four
Special note: the resolutions made by the general meeting of shareholders on the above proposals have been adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
Witnessed by our lawyers, the above proposal was deliberated and passed at the general meeting of shareholders.
To sum up, the exchange believes that the voting procedures and results of this general meeting of shareholders on the proposal comply with the provisions of laws, regulations and normative documents such as the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, and the articles of association and the rules of procedure for the general meeting of shareholders of CSG, which are legal and effective.
4、 Concluding observations
Based on the above facts, the exchange believes that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners and voting procedures, voting results and other related matters of this general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of Listed Companies in Shenzhen Stock Exchange and other laws and regulations The provisions of normative documents, the articles of association and the rules of procedure of CSG's general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate.
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Members of Wanshang tianqin alliance. For more details, please visit alliance vtlaw. cn. 5 (there is no text on this page, which is the signature page of the legal opinion of Wanshang tianqin (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Csg Holding Co.Ltd(000012) 2022)
Witness lawyer of Wanshang tianqin (Shenzhen) law firm:
Person in charge: Zhang Zhi, lawyer Du Shanshan
Lawyer Yang Min
February 16, 2002
