Notice of Shanghai Pudong law firm on the Xinjiang Zhongtai Chenical Co.Ltd(002092) second extraordinary general meeting of shareholders in 2002
Legal opinion
Shanghai, China
710 Dongfang Road, Pudong New Area
6 / F, Tomson International Finance Building Post Code: 200122 Tel: (021) 58204822 Fax: (021) 58203032
710 Dong Fang Road, 6th floor, Tomson financial building, 6 / 710 Dongfang Road, Pudong, Shanghai
Post code: 200122 Shanghai 200122p R. Tel: 86-21-58204822 Tel.: 86-21-58204822
Fax: 86-21-58203032
86-21-58203032
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Legal opinion of the second extraordinary general meeting of shareholders in 2002
Shanghai Pudong law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) to witness the second extraordinary general meeting of shareholders of 2002 held by the company on February 22, 2022. The lawyer of the firm issues this legal opinion in accordance with the company law of the people’s Republic of China and the articles of association.
In order to issue this legal opinion, our lawyer reviewed the relevant documents of the shareholders’ meeting provided by the company; Participated in the whole process of the on-site meeting of the company’s general meeting of shareholders and verified the qualifications of the participants; Heard all the proposals of the general meeting of shareholders; And supervised the deliberation and voting of the above proposals.
Our lawyers agree to take this legal opinion as a necessary document for the company’s general meeting of shareholders, and bear the responsibility for the legal opinion issued by themselves according to law.
Now, our lawyers only express the following legal opinions on the convening, convening procedures, qualification of participants and the authenticity, integrity, legality and effectiveness of the voting procedures of the general meeting of shareholders:
I Convening and convening procedures of this general meeting of shareholders
1. The 34th session of the seventh session of the board of directors of the company decided to convene the shareholders’ meeting on January 27, 2022, and on February 7, 2022, the company published in the securities times, China Securities News, Shanghai Securities News and other designated newspapers and cnki.com（ http://www.cn.info.com.cn. ）The announcement of Xinjiang Zhongtai Chenical Co.Ltd(002092) on the notice of convening the second extraordinary general meeting of shareholders in 2022 was issued, which listed all topics considered by the general meeting, as well as the time, place, contact person, power of attorney of shareholders, etc.
2. The shareholders’ meeting is held by combining on-site voting and online voting. The shareholders’ meeting was held as scheduled according to the above announcement. Ms. Yang Jianghong, chairman of the board of directors, presided over the meeting and reported all the proposals of the meeting in turn.
3. Time of online voting: February 22, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 22, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 22, 2022 to 15:00 p.m. on February 22, 2022. The equity registration date of this meeting is Thursday, February 17, 2022.
Therefore, the convening and convening of this general meeting of shareholders comply with the company law and other laws and regulations, the articles of association, as well as the procedures stipulated in the normative documents such as the CSRC and the stock exchange.
II Legality and validity of the qualification of participants
The lawyer witnessed the whole process of the meeting, and the verification is as follows:
1. Shareholders and entrusted agents attending the on-site meeting
Verified by the lawyers of the firm, the shareholders and entrusted agents attending the on-site meeting shall prove their attendance qualifications with the power of attorney, agent identity certificate, etc. Therefore, the qualification of shareholders and entrusted agents attending this on-site meeting is legal and effective.
2. Other personnel attending the on-site meeting as nonvoting delegates
Verified by our lawyers, other personnel attending the on-site meeting are some directors, supervisors, Secretary of the board of directors, senior managers and witness lawyers of the company. The above-mentioned persons are qualified to attend the general meeting of shareholders as nonvoting delegates.
3. Online voting matters the company entrusts Shenzhen Securities Information Co., Ltd. to make statistics according to the regulations of Shenzhen Stock Exchange and online voting.
III Voting procedures of the general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders shall be voted by the shareholders attending the on-site meeting and their entrusted agents. According to the verification of our lawyers, there are 7 shareholders (or shareholder representatives) attending the on-site meeting, and 574379936 shares holding voting rights, accounting for 22.2996% of the total shares of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd., there are 80 shareholders voting online, and the number of voting shares is 258930239, accounting for 10.0527% of the total shares of the company. To sum up, according to the consolidated statistics, the number of voting shares attending the general meeting of shareholders (including on-site meeting and online voting) is 833310175, accounting for 32.3523% of the total shares of the company.
2. The following proposals were considered at the shareholders’ meeting:
2.1 review the proposal on the application for comprehensive credit by the company and its subsidiaries and the guarantee line provided by the company for its subsidiaries in 2022;
2.2 review the proposal on the company’s guarantee for related parties
2.2.1 Shanghai Zhongtai Duojing International Trade Co., Ltd. applies for comprehensive credit from banks and other financial institutions, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.2.2 Zhejiang Taixin Products Co., Ltd. applies for comprehensive credit from banks and other financial institutions, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.2.3 Xinjiang Meike Chemical Co., Ltd. applies for comprehensive credit from banks and other financial institutions, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee.
3. The above proposal 2.1 is a special resolution. 809950919 shares were voted for, accounting for 97.1968% of the total voting shares attending the general meeting of shareholders, more than two-thirds of the total voting shares attending the general meeting of shareholders; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 51691178 agreed shares, accounting for 68.8753% of the total voting shares of minority shareholders attending the general meeting of shareholders; 23356756 opposed shares, accounting for 31.1214% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2500 shares were abstained (among which 0 shares were abstained by default due to non voting), accounting for 0.0033% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.1 was adopted by the shareholders’ meeting.
4. The above proposal 2.2 is a special resolution and involves related transactions. The related parties Xinjiang Zhongtai (Group) Co., Ltd., Urumqi huanpeng Co., Ltd. and Xinjiang Zhongtai International Supply Chain Management Co., Ltd. avoided voting. The voting is as follows:
4.1 for the above proposal 2.2.1, 276104865 shares were voted, accounting for 97.7860% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 68799093 agreed shares, accounting for 91.6705% of the total voting shares of minority shareholders attending the general meeting of shareholders; 6248841 opposed shares, accounting for 8.3262% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2500 shares were abstained (among which 0 shares were abstained by default due to non voting), accounting for 0.0033% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2.1 was adopted by the shareholders’ meeting.
4.2 for the above proposal 2.2.2, 276112565 shares were voted on, accounting for 97.7887% of the total voting shares attending the general meeting of shareholders, more than two-thirds of the total voting shares attending the general meeting of shareholders; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 68806793 agreed shares, accounting for 91.6807% of the total voting shares of minority shareholders attending the general meeting of shareholders; 6241141 opposed shares, accounting for 8.3159% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2500 shares were abstained (among which 0 shares were abstained due to non voting), accounting for 0.0033% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, the proposal 2.2.2 was adopted by the shareholders’ meeting.
4.3 for the above proposal 2.2.3, 276132665 shares were voted, accounting for 97.7959% of the total number of voting shares attending the general meeting of shareholders, more than two-thirds of the total number of voting shares attending the general meeting of shareholders; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 68826893 agreed shares, accounting for 91.7075% of the total voting shares of minority shareholders attending the general meeting of shareholders; 6221041 opposed shares, accounting for 8.2891% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0033% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2.3 was adopted by the shareholders’ meeting.
5. There is no new proposal at this shareholders’ meeting.
Our lawyers believe that all the proposals of the general meeting of shareholders have been passed, and the voting procedures and voting results of the general meeting comply with the provisions of the articles of association, the company law, laws, regulations and normative documents such as CSRC and stock exchange.
IV Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the second extraordinary general meeting of shareholders in 2002, the qualifications of personnel attending the on-site meeting, the voting procedures and voting results of the on-site meeting and online voting are true, legal and effective, and comply with the provisions of the company law, the articles of association and other laws and regulations and relevant normative documents.
This legal opinion is made in three originals.
Signature page of the legal opinion on Xinjiang Zhongtai Chenical Co.Ltd(002092) the second extraordinary general meeting of shareholders in 2002:
Handling lawyer of Shanghai Pudong law firm: Tang Yongqiang
Person in charge: Tang Yongqiang
Wu Danhui
Date of signature: February 22, 2002
