Beijing Weiheng law firm
About Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Legal opinions witnessed at the first extraordinary general meeting of shareholders in 2022 to: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Beijing Weiheng law firm (hereinafter referred to as “the firm”) accepted the entrustment of Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as “the company”) and appointed lawyer Wu Hui and lawyer Li Jiaxin (hereinafter referred to as “the firm”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting”), And witness the relevant matters of this general meeting of shareholders and issue this legal opinion according to law.
In order to issue this legal opinion, our lawyers reviewed the relevant materials of the shareholders’ meeting provided by the company, including but not limited to the notice of the company holding the first extraordinary shareholders’ meeting in 2022, the agenda, proposal and resolution of the company’s first extraordinary shareholders’ meeting in 2022, and listened to the statements and explanations of the Secretary of the board of directors on relevant facts. The company has made a guarantee and commitment to the exchange that the materials and documents provided by the company to the exchange are true, accurate and complete without major omissions.
The lawyers of the firm attended the shareholders’ meeting in person and checked the legitimacy and effectiveness of important matters such as the convening and convening procedures of the shareholders’ meeting, the qualifications of the convener and the personnel attending the shareholders’ meeting, the voting procedures of the shareholders’ meeting and the voting results.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange only gives legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the voting procedures and voting results of the general meeting of shareholders, and does not give opinions on the contents of the proposal of the general meeting of shareholders and the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only used by the company for the purpose of this shareholders’ meeting, and shall not be used for any other purpose. The exchange agrees that this legal opinion, as the announcement material of the company’s general meeting of shareholders, will be disclosed to the public together with other materials, and will bear relevant legal liabilities according to law.
According to 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 (hereinafter referred to as the “Securities 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 The relevant provisions of the regulations and the articles of Association (hereinafter referred to as the “articles of association”) have verified and verified the relevant matters of the general meeting of shareholders in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the shareholders’ meeting was convened by the resolution of the 8th meeting of the 8th board of directors of the company. On January 25, 2022, the board of directors of the company sent a notice in writing (direct or e-mail) to convene the meeting of the board of directors of the company. On January 28, 2022, the eighth meeting of the eighth board of directors of the company was held by means of communication. At the meeting of the board of directors of the company, 9 directors shall participate in the voting, and 9 directors actually participate in the voting. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted at the meeting of the board of directors of the company with 9 affirmative votes, 0 abstention votes and 0 negative votes.
(II) on January 29, 2022, the board of directors of the company published in the securities times, China Securities Journal, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) was issued with Announcement No.: 2022-010. The publication date of the notice of convening the shareholders’ meeting shall be 15 days before the date of convening the shareholders’ meeting, and the relevant matters of convening the shareholders’ meeting shall be notified to all shareholders in the form of announcement within the legal time limit. The notice specifies the meeting time, place, participants, matters and proposals submitted to the meeting for deliberation, and determines the equity registration date and other matters. According to the above notice, the attending objects of this general meeting of shareholders are all shareholders of the company (including those attending by proxy), all directors, supervisors and senior managers of the company and lawyers employed by the company who have been registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at 15:00 p.m. on February 10, 2022.
(III) at 14:30 on Wednesday, February 16, 2022, the company held the shareholders’ meeting in the conference room on the fifth floor of the office building of the company headquarters (the company is located at No. 22 jiangtan Road, Baoji City, Shaanxi Province) according to the contents and requirements of the notice. The meeting was presided over by Mr. Yan Jianbo, chairman of the board. The shareholders’ meeting was held by combining on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law, securities law, rules of general meeting of shareholders and other laws and regulations as well as the relevant provisions of the articles of association. 2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) according to the notice of the shareholders’ meeting announced by the board of directors of the company, the persons entitled to participate in the shareholders’ meeting are all the shareholders of the company (including those attending by proxy), all the directors, supervisors and senior managers of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at 15:00 p.m. on February 10, 2022 A lawyer employed by the company.
(II) there are 31 shareholders voting on site and online, representing 446893414 shares, accounting for 49.6896% of the total shares of the listed company.
Among them, 6 shareholders voted on the spot, representing 330725323 shares, accounting for 36.7730% of the total shares of the listed company.
25 shareholders voted online, representing 116168091 shares, accounting for 12.9166% of the total shares of the listed company.
(III) after verification by our lawyers, 9 directors, 5 supervisors and the Secretary of the board of directors of the company actually attended the general meeting of shareholders, and 3 senior managers of the company attended the general meeting of shareholders as nonvoting delegates.
(IV) two lawyers hired by the company attended the shareholders’ meeting.
(V) after verification by the lawyers of the firm, the convener of the general meeting of shareholders is the 8th board of directors of the company.
The lawyer of the firm has verified that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws and regulations and the articles of association, which are legal and effective.
3、 Proposals, interim proposals and new proposals of this shareholders’ meeting
(I) after verification by the lawyers of this firm, the board of directors of the company has published on securities times, China Securities News, Shanghai Securities News and cninfo.com on January 29, 2022（ http://www.cn.info.com.cn. ）The notice of convening the general meeting of shareholders was issued on the, and the board of directors announced three proposals of the general meeting of shareholders, whose content and form meet the conditions specified in Article 56 of the articles of association.
(II) after verification by our lawyers, the shareholders’ meeting considered the following three matters listed in the notice:
1. Deliberating the proposal on daily connected transactions expected in 2022;
2. Review the 2022 investment plan;
3. Deliberated the proposal on using the raised funds to increase capital to Baoji Machine Tool Group Co., Ltd., a holding subsidiary, to implement the raised investment project.
(III) after verification by our lawyers, this shareholders’ meeting only deliberated and voted on the proposals disclosed in the notice, and did not involve temporary proposals and new proposals.
4、 Voting procedures and results of this general meeting of shareholders
(I) witnessed by our lawyers, the on-site voting of the general meeting of shareholders adopted open ballot to vote on the proposals to be considered one by one in accordance with the voting procedures specified in laws, regulations and the articles of association, and the related shareholders avoided voting when considering related party transactions. At the on-site meeting of the general meeting of shareholders, [2] people were elected by the representatives of shareholders and [1] people were elected by the board of supervisors, and the votes were counted and monitored. The shareholders’ meeting did not vote on matters not listed in the meeting notice. The shareholders and their proxies attending the on-site voting of the general meeting of shareholders have no objection to the voting results.
(II) after on-site verification by our lawyers, the shareholders’ meeting deliberated and voted item by item on the proposals listed in the notice, monitored and counted the votes according to the regulations, and announced the voting results on the spot. The voting results of the above proposals at the shareholders’ meeting are as follows:
Proposal 1: review the proposal on daily connected transactions in 2022
Total voting:
29129412 shares were approved, accounting for 99.7657% of the shares held by all shareholders attending the meeting; Against 68200 shares, accounting for 0.2336% of the shares held by all shareholders attending the meeting; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0007% of the shares held by all shareholders attending the meeting. Total voting of minority shareholders:
Approved 29030412 shares, accounting for 99.7649% of the shares held by minority shareholders attending the meeting; opposition
68200 shares, accounting for 0.2344% of the shares held by minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0007% of the shares held by minority shareholders attending the meeting.
The proposal was adopted by non affiliated shareholders.
Proposal 2 review of 2022 annual investment plan
Total voting:
446621514 shares were agreed, accounting for 99.9392% of the shares held by all shareholders attending the meeting; Against 68200 shares, accounting for 0.0153% of the shares held by all shareholders attending the meeting; 203700 shares were abstained (203500 shares were abstained by default due to non voting), accounting for 0.0456% of the shares held by all shareholders attending the meeting. Total voting of minority shareholders:
28826912 shares were approved, accounting for 99.0656% of the shares held by minority shareholders attending the meeting; opposition
68200 shares, accounting for 0.2344% of the shares held by minority shareholders attending the meeting; 203700 shares were abstained (203500 shares were abstained due to non voting), accounting for 0.7000% of the shares held by minority shareholders attending the meeting. Voting result: adopted
Proposal 3: General voting on the proposal on using raised funds to increase capital to Baoji Machine Tool Group Co., Ltd., a holding subsidiary, to implement raised investment projects:
446602514 shares were approved, accounting for 99.9349% of the shares held by all shareholders attending the meeting; Against 87200 shares, accounting for 0.0195% of the shares held by all shareholders attending the meeting; 203700 shares were abstained (203500 shares were abstained by default due to non voting), accounting for 0.0456% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
28807912 shares were approved, accounting for 99.0003% of the shares held by minority shareholders attending the meeting; Oppose 87200 shares, accounting for 0.2997% of the shares held by minority shareholders attending the meeting; 203700 shares were abstained (203500 shares were abstained due to non voting), accounting for 0.7000% of the shares held by minority shareholders attending the meeting. Voting result: adopted
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants, the proposals and voting procedures of the general meeting of shareholders of the company are in line with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws and regulations and the articles of association, and the resolutions adopted at the general meeting of shareholders are legal and effective.
This legal opinion is made in quadruplicate, which takes effect after being sealed by the office and signed by the undertaking lawyer, and has the same legal effect.
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(there is no text below) (there is no text on this page, which is the signature / seal page of the legal opinion of Beijing Weiheng law firm on the witness of the first extraordinary general meeting of shareholders in Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) 2022)
Witness lawyer of Beijing Weiheng law firm:
Witness lawyer:
February 16, 2022
