Floor 12-14, building 2, international trade office building, No. 1, Jianguomenwai street, Beijing, China 100004
12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China
Tel: + 86 10 6563 7181 Fax: + 86 10 6569 3838
Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang law firm
About Guangdong Sanhe Pile Co.Ltd(003037)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: {037}
Hired by Guangdong Sanhe Pile Co.Ltd(003037) (hereinafter referred to as “the company”), Beijing Tongshang law firm appointed a lawyer (hereinafter referred to as “the lawyer”) to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The provisions of laws, regulations, rules, normative documents such as 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 the Guangdong Sanhe Pile Co.Ltd(003037) articles of Association (hereinafter referred to as the “articles of association”), After reviewing and witnessing the legitimacy of the company’s important matters such as the convening and convening procedures of the general meeting of shareholders, the qualifications of personnel attending the meeting, the qualifications of conveners, the deliberation of proposals, the voting methods, voting procedures and voting results of the general meeting of shareholders, this legal opinion is issued as follows: I. the convening and convening procedures of the general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the seventh meeting of the third board of directors of the company. On January 21, 2022, the company published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) was announced at the meeting. The meeting notice specifies the time and place of the meeting, participants, meeting duration, meeting method, meeting deliberations and proposals, voting method, equity registration date and ways of attending the meeting.
This general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 18, 2022 in the conference room on the second floor of Guangdong Sanhe Pile Co.Ltd(003037) office building, No. 30 Tongxing East Road, Xiaolan Town, Zhongshan City. The online voting time is: (1) 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 18, 2022; (2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 18, 2022.
The shareholders’ meeting was presided over by Mr. Wei Zelin, chairman of the company. The shareholders participating in the on-site meeting or their entrusted agents deliberated on the matters listed in the meeting notice and exercised their voting rights on site. The time, place and content of the shareholders’ meeting are consistent with those listed in the meeting notice.
After proper verification by our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the requirements of relevant laws, regulations, rules and normative documents such as the company law, rules for general meeting of shareholders, detailed rules for the implementation of online voting, and the relevant provisions of the articles of association. 2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. Shareholders attending the meeting
According to the statistical results of the on-site meeting and the online voting results provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, a total of 14 shareholders and shareholder representatives attended the shareholders’ meeting, representing 433861783 shares, accounting for 86.1116% of the total voting shares of the company. The total number of shareholders and representatives of the company’s shares was 4129, accounting for 819.81% of the total number of shares. Five shareholders voted online, representing 21045983 shares, accounting for 4.1771% of the total voting shares of the company.
Among them, 6 shareholders holding less than 5% of the company’s shares (hereinafter referred to as “minority shareholders”) attended the meeting, representing 21046783 shares, accounting for 4.1773% of the total voting shares of the company. Among them, there is one minority shareholder voting on site, representing 800 shares, accounting for 0.0002% of the total voting shares of the company. Five minority shareholders voted online, representing 21045983 shares, accounting for 4.1771% of the total voting shares of the company.
The qualification of shareholders attending the on-site meeting shall be examined and verified by the lawyer of the exchange on the shareholding certificate, copy of business license, power of attorney and other documents of legal person shareholders, as well as the ID card, power of attorney and other documents of natural person shareholders; The qualification of shareholders who vote through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
2. Other participants
Other persons attending and attending the general meeting of shareholders as nonvoting delegates are the directors, supervisors, senior managers of the company and the witness lawyers of the exchange.
3. Convener
The convener of this general meeting of shareholders is the board of directors of the company, which is qualified to convene the general meeting of shareholders.
The lawyer of the firm believes that the attendees of the general meeting of shareholders comply with the provisions of the company law and the articles of association, their qualifications are legal and valid, and the qualification of the convener of the general meeting of shareholders is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
1. After the review of the lawyers of the firm, the matters actually considered at the general meeting of shareholders are consistent with the proposals announced by the board of directors of the company, and there is no modification of the original proposal or new proposal, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2. After the examination of the lawyers of the firm, the on-site meeting of the general meeting of shareholders adopted open voting, and the shareholders attending the meeting and their entrusted agents voted on the proposals listed in the notice of the meeting one by one.
The voting method complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Shareholders participating in online voting exercised their voting rights through the trading system voting platform and Internet voting platform within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
3. After the review of the lawyers of the firm, the on-site meeting of the general meeting of shareholders recommended the representatives of shareholders, supervisors and lawyers of the firm to participate in the vote counting and monitoring of the meeting, and counted the votes on the matters considered at the on-site meeting. According to the results of on-site voting and online voting, the host announced on the spot that all proposals were passed. The procedure complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4. After examination by lawyers of the firm, the general meeting of shareholders considered and adopted the following two proposals in the form of ordinary resolutions through the combination of on-site voting and online voting:
Proposal 1: proposal on the prediction of daily connected transactions in 2022
Voting results: 28028383 shares were approved, accounting for 99.9344% of the total number of valid voting shares attending the general meeting of shareholders; 18200 opposed shares, accounting for 0.0649% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0007% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: voting results: 21028383 shares were approved, accounting for 99.9126% of the total number of valid voting shares attending the general meeting of shareholders; 18200 opposed shares, accounting for 0.0865% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the total number of valid voting shares attending the general meeting of shareholders.
Related shareholders of this proposal abstain from voting.
Proposal 2: proposal on the company and its subsidiaries applying for bank credit and providing guarantee
Voting results: 433843383 shares were approved, accounting for 99.9958% of the total number of valid voting shares attending the general meeting of shareholders; 18200 opposed shares, accounting for 0.0042% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Based on the above, our lawyers believe that the voting of this general meeting of shareholders is conducted in accordance with the relevant provisions of the company law and the articles of association, and the voting procedures and voting results are legal and valid. 4、 Conclusion
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of 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 other relevant laws, regulations, rules and normative documents, as well as the articles of association, the qualifications of participants and conveners The voting procedures and results of the meeting are legal and effective.
Our lawyers agree that this legal opinion will be announced together with the resolutions of the company’s general meeting of shareholders and other materials.
This legal opinion is made in duplicate.
[no text below]
