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About Shenzhen Prince New Materials Co.Ltd(002735)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Prince New Materials Co.Ltd(002735)
Entrusted by Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as "the company"), Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") appointed lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), This legal opinion is issued in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") 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 by the China Securities Regulatory Commission.
In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility 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.
In order to issue this legal opinion, our lawyer has reviewed the documents related to the shareholders' meeting provided by the company. The company promises that the documents provided by it are true, accurate and complete, the copies are consistent with the original, and all facts and documents sufficient to affect this legal opinion have been disclosed to our lawyer without any concealment or omission. This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used by anyone for any other purpose. The exchange hereby agrees that the company can take this legal opinion as the legal document for the announcement of the general meeting of shareholders and submit it to Shenzhen stock exchange for review and announcement together with other announcement documents.
In accordance with the requirements of the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Having checked and verified the relevant facts of the convening and holding of the general meeting of shareholders and the documents provided by the company, and attended the general meeting of shareholders, the legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. Convening procedures of this general meeting of shareholders
The shareholders' meeting was convened by the board of directors in accordance with the resolution of the 31st meeting of the Fourth Board of directors held on January 27, 2022. Upon verification by our lawyers, the board of directors of the company published the notice of Shenzhen Prince New Materials Co.Ltd(002735) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice") on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and cninfo.com on January 28, 2022. The notice lists the time, place, convener, method, attendees, matters to be considered and registration method of the shareholders' meeting. 2. Convening procedures of this general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the witness of our lawyers, the on-site meeting was held at 14:00 p.m. on February 21, 2022 in the large conference room on the first floor of Shenzhen Prince New Materials Co.Ltd(002735) as scheduled, presided over by Mr. Wang Jinjin, chairman of the company; The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 21, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 21, 2022.
The lawyers of the firm believe that the time, place, method and deliberation matters of the shareholders' meeting are consistent with those specified in the meeting notice, and the convening and convening procedures of the shareholders' meeting comply with the provisions of relevant laws, the rules of the shareholders' meeting and the Shenzhen Prince New Materials Co.Ltd(002735) articles of Association (hereinafter referred to as the "articles of association").
2、 Qualification of attendees and conveners of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
1. According to the lawyer's examination of the securities account card of the company's shareholders attending the shareholders' meeting, the power of attorney and identity certificate of the shareholder's agent and other relevant materials, 7 shareholders and shareholder agents signed on the signature book of the participants and attended the shareholders' meeting, with 91158193 shares representing the company, Accounting for 42.7400% of the total shares of the company. The above-mentioned persons are the company's shareholders and their authorized agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date of this general meeting determined by the board of directors of the company. Upon inspection, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid.
In addition, according to the statistical table of online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 0 shareholders participated in the online voting and effective voting of the general meeting of shareholders, representing 0 shares of the company, accounting for 0.0000% of the total shares of the company.
In total, there are 7 shareholders attending the on-site voting and online voting of the general meeting of shareholders, with 91158193 representative shares, accounting for 42.7400% of the total shares of the company.
Among them, there are 2 small and medium-sized investors who hold less than 5% (excluding 5%) (except the directors, supervisors, senior managers of the company and other shareholders who individually or jointly hold more than 5% of the shares of the company, the same below), representing 28200 shares of the company, accounting for 0.0132% of the total shares of the company.
2. Three directors, one supervisor and the Secretary of the board of directors of the company attended the meeting, and one other senior management and witness lawyer of the company attended the shareholders' meeting.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending or attending the general meeting of shareholders are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) the convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of shareholders' meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated on the proposals listed in the notice, and voted on the proposals by combining on-site voting and online voting.
After the on-site voting was completed, the general meeting of shareholders was counted and monitored by two shareholders' representatives, one supervisor of the company and the lawyer of the firm in accordance with the procedures specified in the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results were counted. Online voting is conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the notice. Shenzhen Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site and online voting, and counted the votes of small and medium-sized investors separately on all proposals that should be counted separately for the voting of small and medium-sized investors at the general meeting of shareholders, formed the final voting result of the general meeting of shareholders, and announced the voting results on the spot.
(II) voting results
According to the voting conducted by the company's shareholders and shareholders' agents and the statistics of the voting results of the general meeting of shareholders, the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. Proposal on nominating candidates for non independent directors of the 5th board of directors of the company
The proposal adopts cumulative voting to elect Wang Jinjun, Wang Wujun, Cheng Gang and Liu DA as non independent directors of the Fifth Board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders. The specific voting conditions and results are as follows:
1.01 elect Wang Jinjun as a non independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
1.02 elect Wang Wujun as a non independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
1.03 elect Cheng Gang as a non independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
1.04 Liu Da was elected as a non independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
2. Proposal on nominating candidates for independent directors of the 5th board of directors of the company
The proposal adopts cumulative voting to elect Wang Jingda, Cao yueyun and sun Jisha as independent directors of the Fifth Board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders. The specific voting conditions and results are as follows: 2.01 elect Wang Jingda as an independent director of the Fifth Board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
2.02 Cao yueyun was elected as an independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
2.03 elect sun Jisha as an independent director of the 5th board of directors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
3. Proposal on nominating candidates for supervisors on behalf of shareholders of the 5th board of supervisors of the company
The proposal adopts cumulative voting to elect Ren Landong and Li Zhi as the shareholder representative supervisors of the Fifth Board of supervisors of the company. The term of office is three years from the date of deliberation and approval by the general meeting of shareholders. The specific voting conditions and results are as follows:
3.01 Ren Landong was elected as the shareholder representative supervisor of the 5th board of supervisors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
3.02 elect Li Zhi as the shareholder representative supervisor of the Fifth Board of supervisors of the company
Voting result: 91158193 shares were approved.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 28200 shares.
Witnessed by our lawyers, there was no deliberation and voting on the proposals not listed in the notice of the meeting, and no proposal for addition, rejection or change was received.
Based on the voting results of on-site voting and online voting, the voting results of this shareholders' meeting are as follows: the proposal considered at this shareholders' meeting was passed.
Our lawyers believe that the voting methods, procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The qualifications of the personnel attending the meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng law firm on the first extraordinary general meeting of shareholders in Shenzhen Prince New Materials Co.Ltd(002735) 2022)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm:
Yang Zhao
Handling lawyer:
Jintian
Zheng Tingting
February 21, 2022
