Guohao law firm (Tianjin)
About Guizhou Chanhen Chemical Corporation(002895)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guizhou Chanhen Chemical Corporation(002895)
According to the entrustment of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company"), Guohao law firm (Tianjin) Co., Ltd. (hereinafter referred to as "the firm") made a statement on the convening and convening procedures, the qualifications of conveners and attendees involved in the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), the proposals of the general meeting of shareholders Give legal opinions on relevant issues such as voting procedures and voting results.
This legal opinion is in accordance with 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 and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") Issued in accordance with the relevant provisions of the measures for the administration of securities legal business of law firms and the Guizhou Chanhen Chemical Corporation(002895) articles of Association (hereinafter referred to as the "articles of association").
For the purpose of issuing this legal opinion, the handling lawyer of the exchange (hereinafter referred to as "the lawyer of the exchange") attended the shareholders' meeting as a nonvoting delegate, and in accordance with the current effective Chinese laws and regulations, as well as the requirements and provisions of the relevant regulations and normative documents of the China Securities Regulatory Commission (hereinafter referred to as "the CSRC"), Reviewed and verified the legal documents and other documents and materials related to the subject matter provided by Guizhou Chanhen Chemical Corporation(002895) . At the same time, our lawyers also reviewed and verified other legal documents, information, materials and certificates that our lawyers considered necessary to review and verify for the issuance of this legal opinion, and inquired about relevant matters to Guizhou Chanhen Chemical Corporation(002895) relevant personnel. During the above-mentioned examination, verification and inquiry, our lawyers have obtained the following commitment and guarantee from Guizhou Chanhen Chemical Corporation(002895) : they have provided the original written materials, copies, copies or oral testimony that we think are necessary, complete, true, accurate, legal and effective for issuing this legal opinion, and the relevant copies or copies are consistent with the original.
This legal opinion is only for Guizhou Chanhen Chemical Corporation(002895) the purpose of this general meeting of shareholders and shall not be used for any other purpose by any other person. Our lawyer agrees to announce this legal opinion along with Guizhou Chanhen Chemical Corporation(002895) other information disclosure materials of this shareholders' meeting.
The firm and its lawyers have the subject qualification to issue legal opinions on the matters mentioned in the title, and are responsible for the legal opinions issued.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, the lawyers of the firm issue the following legal opinions on the matters mentioned:
1、 Convening and convening procedures of this general meeting of shareholders
1. Guizhou Chanhen Chemical Corporation(002895) the general meeting of shareholders was convened by the decision of the 12th meeting of the third board of directors held on January 13, 2022. On January 14, 2022, Guizhou Chanhen Chemical Corporation(002895) was published in China Securities Journal, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice of Guizhou Chanhen Chemical Corporation(002895) on convening the company's first extraordinary general meeting in 2022 was published on the website. The announcement date of the notice of this general meeting has reached and exceeded 15 days from the date of this general meeting. The above notice specifies the time, place and participants of the general meeting of shareholders, and explains that shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, as well as the equity registration date, registration method, contact address and contact person of shareholders who have the right to attend the meeting; At the same time, the notice fully disclosed the topics of the general meeting of shareholders.
2. This general meeting of shareholders adopts the combination of on-site meeting and online voting.
3. The on-site meeting of the general meeting of shareholders was held at 15:00 on Monday, February 21, 2022 in the conference room of Huasheng Road, Longtan headquarters city, Chenghua District, Chengdu. The meeting was presided over by Mr. Wu Haibin, chairman of Guizhou Chanhen Chemical Corporation(002895) . 4. The online voting time of this shareholders' meeting is February 21, 2022. Among them, the time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on February 21, 2022; 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 21, 2022.
Upon the verification of the lawyers of the firm, Guizhou Chanhen Chemical Corporation(002895) the board of directors has convened the general meeting of shareholders in accordance with the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and has fully disclosed the contents of the proposals deliberated at the general meeting of shareholders. The time of the general meeting The place and contents of the meeting are consistent with those specified in the meeting notice.
Our lawyers believe that Guizhou Chanhen Chemical Corporation(002895) the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of convener of this general meeting of shareholders
Upon the verification of lawyers of the firm, Guizhou Chanhen Chemical Corporation(002895) the 12th meeting of the third board of directors was held on January 13, 2022 and decided to convene the first extraordinary general meeting of shareholders in 2022. The third board of directors is the convener of the general meeting of shareholders and is qualified to convene the general meeting of shareholders.
3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
1. The general meeting of shareholders was held by combining on-site meeting and online voting. The shareholders attending the on-site meeting and online voting are as follows:
(1) According to the meeting register of the on-site meeting of the general meeting of shareholders, a total of 9 shareholders and their entrusted agents attended the on-site meeting, representing 235224800 shares, accounting for 48.1601% of the total shares of Guizhou Chanhen Chemical Corporation(002895) .
(2) According to the online voting results provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, during the online voting period determined by the general meeting of shareholders, a total of 22 shareholders participated in the voting of the general meeting of shareholders through online voting, representing 37058725 shares, accounting for 7.5874% of the total shares of Guizhou Chanhen Chemical Corporation(002895) .
A total of 31 shareholders and their entrusted agents attended the on-site meeting and online voting, representing 272283525 shares, accounting for 55.7475% of the total shares of Guizhou Chanhen Chemical Corporation(002895) .
2. Other personnel attending and attending the on-site meeting as nonvoting delegates
Upon the inspection of our lawyers, other personnel attending and attending the shareholders' meeting as nonvoting delegates are directors, supervisors, senior managers and lawyers employed by the company, and their qualifications to attend the meeting are legal and valid.
To sum up, the qualifications of the attendees of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, which are legal and effective.
4、 Proposal of this shareholders' meeting
The proposals considered at this shareholders' meeting are:
1. Proposal on 2022 restricted stock incentive plan (Draft) > and its summary
2. Proposal on the management measures for the implementation and assessment of restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
4. Proposal on changing the investment amount and construction period of non-public development bank share raised investment projects
The above proposal has been deliberated and approved at the 11th and 12th meetings of the third board of directors held by the company. For details, see the company's publication in China Securities Journal, securities daily and cninfo on December 30, 2021 and January 14, 2022 respectively（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 11th meeting of the third board of directors (Announcement No.: 2021-172), announcement on the resolution of the 12th meeting of the third board of directors (Announcement No.: 2022-005) and other relevant announcements.
Upon inspection, the matters discussed at this shareholders' meeting are completely consistent with those listed in the above announcement.
5、 Voting methods, procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders' meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. Accordingly, after the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
1. The proposal on the 2022 restricted stock incentive plan (Draft) > and its summary was deliberated and passed. The voting results: 36781700 shares were agreed, 277125 shares were opposed, and 0 shares were abstained. The number of shares agreed accounted for 99.2522% of the total voting shares held by the shareholders and their entrusted agents attending the general meeting of shareholders. The shareholders Wu Haibin, Wang Jiacai, Duan Haoran, Zhang Haibo, he Yonghui, Li Jian and Yang Shanshan are the incentive objects of this equity incentive plan, and Sichuan CHUANHENG Holding Group Co., Ltd. is an associated shareholder, avoiding voting.
Among them, the voting conditions of small and medium-sized investors (except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) are as follows: 10781700 shares were agreed, accounting for 97.4941% of the effective voting shares of small and medium-sized investors attending the meeting; Against 277125 shares; Abstain 0 shares.
The number of shares approved in this proposal accounts for 99.2522% of the total voting shares held by the shareholders and their entrusted agents attending this shareholders' meeting. This proposal is a special resolution and has been passed by more than two-thirds of the total voting shares attending this shareholders' meeting.
2. The voting results of the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022: 36781700 shares were approved, 277125 shares were opposed and 0 shares were abstained. The number of shares approved accounted for 99.2522% of the total voting shares held by the shareholders and their entrusted agents attending the shareholders' meeting. The shareholders Wu Haibin, Wang Jiacai, Duan Haoran, Zhang Haibo, he Yonghui, Li Jian and Yang Shanshan are the incentive objects of this equity incentive plan, and Sichuan CHUANHENG Holding Group Co., Ltd. is an associated shareholder, avoiding voting.
Among them, the voting conditions of small and medium-sized investors (except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) are as follows: 10781700 shares were agreed, accounting for 97.4941% of the effective voting shares of small and medium-sized investors attending the meeting; Against 277125 shares; Abstain 0 shares.
The number of shares approved in this proposal accounts for 99.2522% of the total voting shares held by the shareholders and their entrusted agents attending this shareholders' meeting. This proposal is a special resolution and has been passed by more than two-thirds of the total voting shares attending this shareholders' meeting.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Voting results: 36781700 shares were approved, 277125 shares were opposed and 0 shares were abstained. The number of shares approved accounted for 99.2522% of the total voting shares held by shareholders and their entrusted agents attending the general meeting of shareholders. The shareholders Wu Haibin, Wang Jiacai, Duan Haoran, Zhang Haibo, he Yonghui, Li Jian and Yang Shanshan are the incentive objects of this equity incentive plan, and Sichuan CHUANHENG Holding Group Co., Ltd. is an associated shareholder, avoiding voting.
Among them, the voting conditions of small and medium-sized investors (except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) are as follows: 10781700 shares were agreed, accounting for 97.4941% of the effective voting shares of small and medium-sized investors attending the meeting; Against 277125 shares; Abstain 0 shares.
The number of shares approved in this proposal accounts for 99.2522% of the total voting shares held by the shareholders and their entrusted agents attending this shareholders' meeting. This proposal is a special resolution and has been passed by more than two-thirds of the total voting shares attending this shareholders' meeting.
4. Proposal on changing the investment amount and construction period of non-public development bank share raised investment projects
Voting results: 272255125 shares were approved, 28400 shares were opposed and 0 shares were abstained. The number of shares approved accounted for 99.9896% of the total voting shares held by shareholders and their entrusted agents attending the general meeting of shareholders.
Among them, the voting conditions of small and medium-sized investors (except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) are as follows: 11050425 shares are agreed, accounting for 99.7437% of the effective voting shares of small and medium-sized investors attending the meeting; Against 28400 shares; Abstain 0 shares.
The number of shares approved in this proposal accounts for 99.9896% of the total voting shares held by the shareholders and their entrusted agents attending this shareholders' meeting. This proposal was voted through.
According to the inspection of our lawyers, the matters deliberated at this shareholders' meeting are consistent with those listed in the notice of the meeting, and there is no case of deliberating on the matters not listed in the announcement.
Upon the inspection of our lawyers, the minutes of this general meeting of shareholders have been signed by Guizhou Chanhen Chemical Corporation(002895) shareholders, shareholders' agents, directors, supervisors, Secretary of the board of directors, other senior managers, meeting moderator, our lawyers, etc. The resolution of the meeting has been signed by the Guizhou Chanhen Chemical Corporation(002895) directors and supervisors attending the general meeting of shareholders.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
6、 Concluding observations
In conclusion, our lawyers believe that Guizhou Chanhen Chemical Corporation(002895) the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; This shareholders' meeting
