Beijing Hairun Tianrui law firm
About Shanghai Hongda New Material Co.Ltd(002211)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Shanghai Hongda New Material Co.Ltd(002211)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) accepted the entrustment of Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as “the company”). Due to the impact of the epidemic, Wu Tuanjie and Zhao Qinyan were appointed to attend the second extraordinary general meeting of the company in 2022 by video and witness the 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”), 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 and regulations This legal opinion is issued in accordance with the relevant provisions of the normative documents and the articles of association on the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of participants, the qualifications of conveners, voting methods, voting procedures and voting results.
1、 Convening and convening procedures of this general meeting of shareholders
After examination by the lawyers of the firm, the notice of the board of directors of the company on convening the general meeting of shareholders was published in the securities times, Shenzhen Stock Exchange and cninfo on January 29, 2022（ http://www.cn.info.com.cn. ）Website. The notice specifies the basic information of the meeting, the matters to be considered at the meeting, the proposal code, the registration method for attending the on-site meeting, the specific operation process of participating in online voting and other matters.
This general meeting of shareholders adopts the combination of on-site voting and online voting. Online voting time: the specific 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 of Shenzhen stock exchange is any time from 9:15 on February 16, 2022 to 15:00 on February 16, 2022.
The on-site meeting of the general meeting of shareholders was held at room 1703, building B2, No. 700, Yishan Road, Xuhui District, Shanghai at 13:00 p.m. on Wednesday, February 16, 2022. The meeting was presided over by Mr. Huang Jun, chairman of the company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
A total of 13 shareholders and shareholders’ agents attended the shareholders’ meeting, representing 128956544 shares, accounting for 29.8182% of the total shares of the company, including 4 shareholders attending the on-site meeting of the shareholders’ meeting, representing 400 shares, accounting for 0.0001% of the total share capital of the company, and 9 shareholders and shareholders’ agents participating in online voting, representing 128956144 shares, Accounting for 29.8181% of the total share capital of the company.
The total number of minority shareholders attending the meeting was 20801, accounting for 12.47% of the total shares of the company. Among them, there are 4 minority shareholders voting on site, representing 400 shares, accounting for 0.0001% of the total shares of the company; Eight shareholders voted online, representing 3220401 shares, accounting for 0.7446% of the total shares of the company.
Some directors and supervisors of the company attended the shareholders’ meeting, and senior managers attended the shareholders’ meeting as nonvoting delegates.
Upon examination by our lawyers, the qualifications of the above-mentioned persons attending the meeting meet the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
The convener of this shareholders’ meeting is the board of directors of the company. The qualification of the convener meets the relevant provisions of the company law, rules of shareholders’ meeting and other laws and regulations, normative documents and the articles of association. The qualification of the convener is legal and valid.
3、 Matters to be considered at this general meeting
The matters to be considered at this shareholders’ meeting are the proposal on the proposed withdrawal of large amount of credit and assets of the company and the recognition of goodwill impairment reserves of subsidiaries.
The matters discussed at this shareholders’ meeting are completely consistent with those listed in the notice of convening the shareholders’ meeting.
4、 Voting methods, procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting voted on the matters listed in the notice of the shareholders’ meeting by means of on-site voting and online voting.
(II) the shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the notice of the general meeting of shareholders by open ballot, and counted and monitored the votes.
(III) the board of directors of the company provides an online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange. Online voting time: the specific 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 of Shenzhen stock exchange is any time from 9:15 on February 16, 2022 to 15:00 on February 16, 2022.
(IV) after all the above votes are completed, the company makes a combined statistics of the voting results of on-site voting and online voting. The voting results of the combined statistics are as follows:
1. Proposal on the proposed withdrawal of large amount of credit and assets of the company and the recognition of goodwill impairment reserves of subsidiaries. Total voting:
Agree to 125741143 shares, accounting for 97.5066% of the shares held by all shareholders attending the meeting; Against 3215301 shares, accounting for 2.4933% of the shares held by all shareholders attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
5400 shares were approved, accounting for 0.1677% of the shares held by minority shareholders attending the meeting; Against 3215301 shares, accounting for 99.8292% of the shares held by minority shareholders attending the meeting; Abstained 100 shares (including 0 shares by default due to non voting), accounting for 0.0031% of the shares held by minority shareholders attending the meeting.
The general meeting of shareholders deliberated and approved the matters listed in the notice of the general meeting of shareholders.
Law, rules of the general meeting of shareholders, detailed rules for the implementation of online voting and other laws and regulations, normative documents and relevant provisions of the articles of association.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting methods, voting procedures and voting results of the general meeting of shareholders are in line with the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
