Beijing Tianda Gonghe (Shanghai) law firm
About Anhui Korrun Co.Ltd(300577)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Anhui Korrun Co.Ltd(300577)
Anhui Korrun Co.Ltd(300577) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 was held at 14:30 p.m. on February 16, 2022 in the conference room on the 16th floor, building 21b, No. 1158, Zhongxin Road, Songjiang District, Shanghai. Beijing Tianda Gonghe (Shanghai) law firm, hired by the company, appointed lawyer Gan shuangxiang and lawyer Huang Qiyi to attend the on-site meeting in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and regulations Other normative documents and the articles of association of Anhui Korrun Co.Ltd(300577) (hereinafter referred to as the “articles of association”), this legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and attendees, the proposal of the meeting, the voting method and voting procedure, the voting results and the resolutions of the meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
The company has guaranteed and promised that the documents and statements and explanations provided by the company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this general meeting of shareholders and shall not be used by anyone for any other purpose. It shall be disclosed to the public together with the information that needs to be announced. The exchange shall be responsible for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers express the following opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the 33rd meeting of the third board of directors held on January 25, 2022. On January 26, 2022, the company published the notice of Anhui Korrun Co.Ltd(300577) on convening the first extraordinary general meeting of shareholders in 2022 on the designated website of Shenzhen Stock Exchange and relevant designated media, and decided to adopt the combination of on-site meeting voting and online voting to convene this general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 16, 2022 in the conference room on the 16th floor, building 21b, No. 1158, Zhongxin Road, Songjiang District, Shanghai; Online voting adopts the trading system and Internet voting system of Shenzhen Stock Exchange. The time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022. The specific time of voting through the Internet voting system is any time during 9:15-15:00 on February 16, 2022.
The company has informed all shareholders of the time, place, deliberation items, qualification of participants and other announcements of the general meeting of shareholders, and determined that the equity registration date is February 11, 2022.
The exchange believes that the procedures for convening and convening this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other relevant laws and regulations, other normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. 28 shareholders and shareholder representatives (including agents) attended the shareholders’ meeting, representing 165552478 shares with voting rights, accounting for 69.2702% of the total voting shares of the company. Among them, 6 shareholders and shareholder representatives (including agents) attended the on-site meeting, representing 136438806 shares with voting rights, accounting for 57.0885% of the total voting shares of the company; 22 shareholders and shareholders’ representatives (including proxies) voted through the Internet, representing 29113672 shares with voting rights, accounting for 12.1817% of the total voting shares of the company. There were 25 shareholders and shareholders’ representatives (including agents) of small and medium-sized investors who participated in the on-site meeting and online voting, representing 29383932 shares with voting rights, accounting for 12.2948% of the total voting shares of the company.
According to the verification of our lawyers, the shareholders attending the on-site meeting hold stock account cards, ID cards or other valid certificates or certificates that can indicate their identity, and the shareholders’ agents hold legal and valid power of attorney and personal valid ID certificates issued by the shareholders. These shareholders hold the company’s shares on February 11, 2022, the equity registration date announced by the company. The qualification of shareholders and shareholders’ representatives (including agents) voting through online voting has been verified by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”).
As the chairman Mr. Fan Jinsong was unable to attend the meeting due to work reasons, more than half of the directors of the company jointly elected Mr. Zhong Zhiguo to preside over the meeting. Some directors, Secretary of the board of directors and some supervisors of the company attended the meeting, and some senior managers and lawyers appointed by the company attended the meeting as nonvoting delegates. The exchange believes that the qualifications of the convener and attendees of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The voting of this general meeting of shareholders adopts the combination of on-site voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by written open ballot. Shareholders participating in online voting voted on the matters listed in the announcement through the trading system of Shenzhen Stock Exchange or the Internet voting system.
The vote of the on-site meeting of the general meeting of shareholders was counted and monitored by the lawyers, supervisors and shareholder representatives of the exchange in accordance with the procedures specified in the articles of association and the announcement. The online voting results of this general meeting of shareholders are counted by the information company after the voting.
According to the voting results of the shareholders attending the meeting and the online voting results counted by the information company, the following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on applying for comprehensive credit line from banks
Voting results: 165547278 shares were approved, accounting for 99.9969% of the total number of valid voting shares attending the meeting; 5200 opposition shares, accounting for 0.0031% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting. The motion was passed.
Among them, the voting results of small and medium-sized investors were: 29378732 shares were agreed, accounting for 99.9823% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 5200 shares, accounting for 0.0177% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
2. Proposal on the company and its subsidiaries to carry out forward foreign exchange settlement and sales and foreign exchange option business
Voting results: 164299347 shares were approved, accounting for 99.2431% of the total number of valid voting shares attending the meeting; 5200 opposition shares, accounting for 0.0031% of the total number of valid voting shares attending the meeting; 1247931 shares were abstained, accounting for 0.7538% of the total number of valid voting shares attending the meeting. The motion was passed. Among them, the voting results of small and medium-sized investors were: 28130801 shares were agreed, accounting for 95.7353% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 5200 shares, accounting for 0.0177% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 1247931 shares were abstained, accounting for 4.2470% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
3. Proposal on the estimation of external guarantee amount
Voting results: 163646459 shares were approved, accounting for 98.8487% of the total number of valid voting shares attending the meeting; 442488 opposition shares, accounting for 0.2673% of the total number of valid voting shares attending the meeting; 1463531 shares were abstained, accounting for 0.8840% of the total number of valid voting shares attending the meeting. This motion was passed by special resolution.
Among them, the voting results of small and medium-sized investors were: 27477913 shares were agreed, accounting for 93.5134% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 442488 opposed shares, accounting for 1.5059% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 1463531 shares were abstained, accounting for 4.9807% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
4. Proposal on changing the registered capital of the company and amending the articles of Association
Voting results: 163601247 shares were approved, accounting for 98.8214% of the total number of valid voting shares attending the meeting; 5200 opposition shares, accounting for 0.0031% of the total number of valid voting shares attending the meeting; 1946031 shares were abstained, accounting for 1.1755% of the total number of valid voting shares attending the meeting. This motion was passed by special resolution.
Among them, the voting results of small and medium-sized investors were: 27432701 shares were agreed, accounting for 93.3595% of the shares held by small and medium-sized shareholders attending the meeting; Against 5200 shares, accounting for 0.0177% of the shares held by minority shareholders attending the meeting; 1946031 shares were abstained, accounting for 6.6228% of the shares held by minority shareholders attending the meeting. 5. Proposal on and its summary
The related shareholders involved in this proposal did not attend the general meeting of shareholders and did not participate in voting, so it does not involve avoidance of voting.
Voting results: 160979410 shares were approved, accounting for 97.2377% of the total number of valid voting shares attending the meeting; The total number of shares with voting rights against the meeting was 2701.68%, accounting for 2668.37%; 1946031 shares were abstained, accounting for 1.1755% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 24810864 shares were agreed, accounting for 84.4368% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 2627037 shares, accounting for 8.9404% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 1946031 shares were abstained, accounting for 6.6228% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
6. Proposal on the measures for the administration of Anhui Korrun Co.Ltd(300577) phase V employee stock ownership plan the related shareholders involved in this proposal did not attend the general meeting of shareholders and did not participate in the voting, so it does not involve the avoidance of voting.
Voting results: 160979410 shares were approved, accounting for 97.2377% of the total effective voting shares of shareholders attending the meeting; Against 2627037 shares, accounting for 1.5868% of the total number of valid voting shares of shareholders attending the meeting; 1946031 shares were abstained, accounting for 1.1755% of the total effective voting shares of shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 24810864 shares were agreed, accounting for 84.4368% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 2627037 shares, accounting for 8.9404% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 1946031 shares were abstained, accounting for 6.6228% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
7. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s fifth employee stock ownership plan
The related shareholders involved in this proposal did not attend the general meeting of shareholders and did not participate in voting, so it does not involve avoidance of voting.
Voting results: 160979410 shares were approved, accounting for 97.2377% of the total effective voting shares of shareholders attending the meeting; Against 2627037 shares, accounting for 1.5868% of the total number of valid voting shares of shareholders attending the meeting; 1946031 shares were abstained, accounting for 1.1755% of the total effective voting shares of shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 24810864 shares were agreed, accounting for 84.4368% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 2627037 shares, accounting for 8.9404% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 1946031 shares were abstained, accounting for 6.6228% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
The exchange believes that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective. 4、 Concluding observations
The exchange believes that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 comply with the company law, rules for general meetings and other laws and regulations
