Beijing Jiayuan law firm
Legal opinion on Beijing New Building Materials Public Limited Company(000786) the second extraordinary general meeting of shareholders in 2022
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
February, 2002
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi'an
About Beijing New Building Materials Public Limited Company(000786)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Jiayuan (2022) - 04-069 to: Beijing New Building Materials Public Limited Company(000786)
Entrusted by Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") appointed lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), In accordance with the provisions of the company law of the people's Republic of China, 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 articles of Association (hereinafter referred to as the "articles of association"), we hereby discuss the convening and convening procedures of this general meeting of shareholders, the qualifications of participants, the voting procedures of the meeting The lawyer's Witness opinions on voting results and other matters are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. Convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The notice of the shareholders' meeting was posted on the websites of China Securities Journal, Shanghai Securities News, securities times, securities daily and Shenzhen Stock Exchange on January 29, 2022 (www.szse. CN) And http://www.cn.info.com.cn Published on. The above notice specifies the date and place of the meeting, the matters submitted to the meeting for deliberation, the registration method, registration time and contact person of shareholders attending the meeting.
2. Convening procedures of this general meeting of shareholders
The shareholders' meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 16, 2022 at 17 / F, block a, Beixin center, No. 9, Qibei Road, Beijing future science city. The on-site meeting was presided over by Mr. Wang Bing, chairman of the company.
9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on June 16; The voting time through the Internet voting platform is any time from 9:15 a.m. to 15:00 p.m. on February 16, 2022.
The lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and their representatives attending the meeting and shareholders voting through the Internet
The equity registration date of this shareholders' meeting is February 9, 2022.
According to the registration data, power of attorney and other supporting documents of the shareholders attending the meeting or their entrusted agents, as well as the statistical results provided by Shenzhen Securities Information Co., Ltd., there were 293 shareholders, shareholder representatives and shareholders voting through the Internet, with 1052510023 representative shares, accounting for 62.30% of the total shares of the company.
The shareholders and agents attending the on-site meeting of the general meeting of shareholders hold relevant identity certificates, and the entrusted agent holds a written power of attorney. The identity of shareholders voting through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
2. Other personnel attending the general meeting of shareholders
Other persons attending the shareholders' meeting are directors, supervisors, senior managers, Secretary of the board of directors, candidates for independent directors and lawyers hired by the company.
Our lawyers believe that the above participants have the right or have been legally and effectively authorized to attend the on-site meeting of the general meeting of shareholders, and their qualifications meet the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice, and the meeting adopted a combination of on-site voting and online voting. The shareholders' meeting did not vote on matters not listed in the meeting notice. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the notice one by one by open vote. The company counted and counted the votes of the on-site meeting of the general meeting of shareholders in accordance with the rules of the general meeting of shareholders and with reference to the counting procedures of votes stipulated in the articles of association.
After the online voting, the online voting system of Shenzhen stock exchange provided the company with the total number and statistics of this online voting.
(II) voting results of the general meeting of shareholders
1. Proposal on replacing independent directors of the company
Voting: 1034173030 shares were approved, accounting for 98.25778% of the total number of valid voting shares held by all shareholders attending the meeting; 18336893 opposed shares, accounting for 1.74221% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain 100 shares, accounting for 0.00001% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 309034184 shares are approved, accounting for 94.39871% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 18336893 shares, accounting for 5.60125% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 100 shares, accounting for 0.00004% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. The voting situation of the proposal on the company providing guarantee and related party transaction for Tianjin lighthouse Coating Industry Development Co., Ltd. is: 413317512 shares are agreed, accounting for 99.96937% of the total number of valid voting shares held by all shareholders attending the meeting; 126641 opposed shares, accounting for 0.03063% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 327244536 shares are agreed, accounting for 99.96132% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 126641 shares, accounting for 0.03868% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
The matters discussed in this proposal are related party transactions. When considering this proposal, the related shareholder China Building Materials Co., Ltd. avoided voting.
The above proposals are ordinary resolutions, which shall be adopted by more than half of the effective voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders. According to the statistical on-site and online voting results, the proposals of the general meeting of shareholders were passed.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, the qualifications of the personnel and convener attending this general meeting of shareholders are legal and valid, the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
The exchange agrees that this legal opinion shall be announced together with other information disclosure materials of the company's general meeting of shareholders, and shall not be used for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Yan GuoZhe
Zhang Hecheng
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