Beijing Jindu law firm
About Nafine Chemical Industry Group Co.Ltd(000737)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Nafine Chemical Industry Group Co.Ltd(000737)
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Nafine Chemical Industry Group Co.Ltd(000737) (hereinafter referred to as the company), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the company law of the people's Republic of China (hereinafter referred to as the company law) China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission), the rules of the shareholders' meeting of listed companies (hereinafter referred to as the rules of shareholders' meeting) and other mainland China's mainland (hereinafter referred to as the mainland of China, excluding the Hongkong Special Administrative Region, the Macao special administrative region and the Taiwan region) are currently in force with effective laws, administrative regulations, departmental rules and regulations, and the following provisions are adopted by the Chinese mainland (People's Republic of China). According to the provisions of the normative documents (hereinafter referred to as laws and regulations) and the current effective articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 18, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association approved by the third extraordinary general meeting of shareholders in 2021;
2. Announcement of Nafine Chemical Industry Group Co.Ltd(000737) the resolution of the second meeting of the ninth board of directors; 3. Nafine Chemical Industry Group Co.Ltd(000737) independent opinions of independent directors (related matters of the second meeting of the ninth board of directors);
4. Nafine Chemical Industry Group Co.Ltd(000737) notice on convening the first extraordinary general meeting of shareholders in 2022;
5. Announcement on Nafine Chemical Industry Group Co.Ltd(000737) the resolution of the third meeting of the ninth board of directors; 6. Prior approval opinions of Nafine Chemical Industry Group Co.Ltd(000737) independent directors (related matters of the third meeting of the ninth board of directors);
7. Independent opinions of Nafine Chemical Industry Group Co.Ltd(000737) independent directors (related matters of the third meeting of the ninth board of directors);
8. Announcement on Nafine Chemical Industry Group Co.Ltd(000737) the resolution of the second meeting of the ninth board of supervisors; 9. Nafine Chemical Industry Group Co.Ltd(000737) announcement on adding the proposal of the first extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders;
10. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
11. Registration records and certificate materials of shareholders attending the on-site meeting;
12. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 13. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
14. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, They will not express their opinions on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts and data expressed in these proposals. The institute only expresses its views on the existing laws and regulations in Chinese mainland, and does not express any opinions on the laws and regulations outside Chinese mainland.
In accordance with the relevant provisions of the above laws and regulations, the articles of association and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company's general meeting of shareholders, and ensured that the facts identified in this legal opinion are true, accurate and reliable It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without Kindu's consent.
In accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 20, 2022, the second meeting of the ninth board of directors deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on February 18, 2022. On January 22, 2022, the company made an announcement on the website of Shenzhen Stock Exchange (www.szse. CN.) And other information disclosure media designated by the CSRC published the notice on convening the first extraordinary general meeting of shareholders in 2022.
On February 9, 2022, the company made an announcement on the website of Shenzhen Stock Exchange (www.szse. CN.) And other information disclosure media designated by the CSRC published the announcement on adding the proposal of the first extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in Yuanqu County, Shanxi Province at 14:30 p.m. on February 18, 2022
3. 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 18, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 18, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposal considered at the meeting are consistent with those announced in the notice on convening the first extraordinary shareholders' meeting in 2022 and the notice on adding the proposal of the first extraordinary shareholders' meeting in 2022 and the Supplementary Notice of the shareholders' meeting.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of meeting personnel and convener of this general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
According to the notice of this shareholders' meeting, all ordinary shareholders or their agents registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the afternoon of February 11, 2022 (Friday), the equity registration date of this shareholders' meeting, have the right to participate in this shareholders' meeting.
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the certificate or power of attorney of the legal representative, the personal identity certificate of the natural person shareholders attending the shareholders' meeting, the power of attorney and identity certificate of the authorized agent and other relevant materials, It is confirmed that there are 5 shareholders and shareholders' agents attending the shareholders' meeting, representing 999977162 voting shares, accounting for 56.4176% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 58 shareholders participated in the online voting of the general meeting of shareholders, representing 349140316 voting shares, accounting for 19.6981% of the total voting shares of the company;
In addition to the total number of shareholders and supervisors with voting rights of more than 8161 shares (hereinafter referred to as "minority shareholders" or "senior supervisors") of the company, the total number of shareholders and supervisors with voting rights of more than 8161 shares accounts for 3721%.
To sum up, the total number of shareholders attending the shareholders' meeting is 63, representing 1349117478 voting shares, accounting for 76.1157% of the total voting shares of the company.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending / attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, Secretary of the board of directors and other senior managers of the company and lawyers of the firm.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
3、 Interim proposal of this shareholders' meeting
According to the company's announcement on the website of Shenzhen Stock Exchange (www.szse. CN.) on February 9, 2022 And other information disclosure media designated by the China Securities Regulatory Commission published the announcement on adding the proposal for the first extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders. On February 7, 2022, the board of directors of the company received the letter on proposing Nafine Chemical Industry Group Co.Ltd(000737) adding the interim proposal for the first extraordinary general meeting of shareholders in 2022 submitted in writing by the controlling shareholder Zhongtiaoshan Nonferrous Metals Group Co., Ltd, It is proposed that the board of directors of the company add a temporary proposal "proposal on expected daily connected transactions in 2022" to the deliberations of the first extraordinary general meeting of shareholders in 2022.
The exchange believes that the qualification and submission procedures of the proposer of the interim proposal of the general meeting of shareholders comply with the relevant provisions of the company law and other laws and regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the proposals listed in the notice of the general meeting of shareholders were considered according to the agenda of the meeting and voted by combining on-site voting and online voting. Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of this online voting. The proposals considered at this shareholders' meeting are consistent with the notice of shareholders' meeting, and there is no case of modifying the original proposal or adding new proposals. The on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting shall be counted and monitored by the representatives of shareholders, supervisors and lawyers of the firm.
Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Proposal on proposed change of company name and securities abbreviation
1349091078 shares were approved, accounting for 99.9980% of the total number of valid voting shares attending the general meeting of shareholders; Against 26400 shares, accounting for 0.0020% of the total number of valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders. The bill was passed. Among them, the voting situation of small and medium-sized investors is: 378147416 shares are agreed, accounting for 99.9930% of the total voting shares held by small and medium-sized investors attending the meeting; Against 26400 shares, accounting for 0.0070% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
2. Proposal on Amending the articles of Association
1349100078 shares were approved, accounting for 99.9987% of the total number of valid voting shares attending the general meeting of shareholders; 17400 opposed shares, accounting for 0.0013% of the total number of valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders. The bill was passed.
Among them, the voting situation of small and medium-sized investors was: 378156416 shares were agreed, accounting for 99.9954% of the total voting shares held by small and medium-sized investors attending the meeting; 17400 opposed shares, accounting for 0.0046% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
3. Proposal on daily connected transactions in 2022
161675315 shares were approved, accounting for 99.7051% of the total number of valid voting shares attending the general meeting of shareholders; 443500 opposed shares, accounting for 0.2735% of the total number of valid voting shares attending the general meeting of shareholders; 34700 shares abstained, accounting for 0.0214% of the total number of valid voting shares attending the general meeting of shareholders. Related shareholders avoided voting. The bill was passed.
Among them, the voting situation of small and medium-sized investors is: 161675315 shares are agreed, accounting for 99.7051% of the total voting shares held by small and medium-sized investors attending the meeting; Against 443500 shares, accounting for 0.2735% of the total voting shares held by small and medium-sized investors attending the meeting; Waiver 34700
