Beijing Jindu (Guangzhou) law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangxi Wannianqing Cement Co.Ltd(000789)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Jiangxi Wannianqing Cement Co.Ltd(000789) (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) The company law of the people's Republic of China (hereinafter referred to as the company law), the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) of China Securities Regulatory Commission (hereinafter referred to as the CSRC) and other laws of the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the laws, administrative regulations, rules and normative documents in force in Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the relevant provisions of the articles of association in force, Appoint a lawyer to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 24, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to: 1 The Jiangxi Wannianqing Cement Co.Ltd(000789) articles of Association (hereinafter referred to as the articles of association) approved by the first extraordinary general meeting of shareholders in 2019;
2. The company published on cninfo.com on January 26, 2022 Announcement on the resolution of the second interim meeting of the ninth board of directors, Jiangxi Wannianqing Cement Co.Ltd(000789) opinions of independent directors on matters related to the second interim meeting of the ninth board of directors, Jiangxi Wannianqing Cement Co.Ltd(000789) announcement on the resolution of the second interim meeting of the ninth board of supervisors, Jiangxi Wannianqing Cement Co.Ltd(000789) verification opinions of the board of supervisors on the company's 2022 stock option incentive plan (Draft), Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft), the list of incentive objects of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan, and the administrative measures for the implementation and assessment of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan;
3. The company published Jiangxi Wannianqing Cement Co.Ltd(000789) notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com and the website of Shenzhen Stock Exchange on January 26, 2022 (hereinafter referred to as "notice")
4. The company published on cninfo.com on February 9, 2022 Announcement on the resolution of the third interim meeting of the ninth board of directors, Jiangxi Wannianqing Cement Co.Ltd(000789) , opinions of independent directors on matters related to the third interim meeting of the ninth board of directors, Jiangxi Wannianqing Cement Co.Ltd(000789) , announcement on the resolution of the third interim meeting of the ninth board of supervisors, Jiangxi Wannianqing Cement Co.Ltd(000789) verification opinions of the board of supervisors on the company's 2022 stock option incentive plan (Revised Draft) on the website of Shenzhen Stock Exchange Stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (Revised Draft), list of incentive objects of stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (adjusted);
5. The notice of the company on convening the first extraordinary general meeting of shareholders in 2022 (updated version) (hereinafter referred to as the notice of the general meeting of shareholders (updated version)) published on cninfo.com and the website of Shenzhen Stock Exchange on February 9, 2022;
6. The company published Jiangxi Wannianqing Cement Co.Ltd(000789) announcement on the approval of SASAC for the implementation of stock option incentive plan on cninfo.com and the website of Shenzhen Stock Exchange on February 11, 2022;
7. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
8. Registration records and vouchers of shareholders attending the on-site meeting;
9. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
10. The announcement and other documents of the proposal of the company's general meeting of shareholders and the contents of relevant proposals;
11. 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 and 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, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as 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, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete without false records, misleading statements or major omissions, and 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, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and 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 25, 2022, the second extraordinary meeting of the ninth board of directors of the company 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 24, 2022. On January 26, 2022, the company published the notice of the general meeting of shareholders in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
On February 7, 2022, the board of directors of the company received the letter on the proposal for the first extraordinary general meeting of shareholders of the new company in 2022 submitted by the controlling shareholder Jiangxi Cement Co., Ltd. (directly holding 42.58% of the shares of the company), Submit the new proposal "proposal on the company's stock option incentive plan in 2022 (Revised Draft)" and its summary to the company's first extraordinary general meeting in 2022 for deliberation.
On February 8, 2022, the third extraordinary meeting of the ninth board of directors deliberated and approved the proposal on canceling some proposals and adding interim proposals at the first extraordinary general meeting of the company in 2022, and decided to cancel the proposal on the company's stock option incentive plan in 2022 (Draft) > and its summary, which was originally submitted to the first extraordinary general meeting of the company in 2022, Submit the new proposal "proposal on the company's stock option incentive plan in 2022 (Revised Draft) > and its summary" to the company's first extraordinary general meeting in 2022 for deliberation.
On February 9, 2022, the company published the notice of shareholders' meeting (updated version) in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 24, 2022 in room 205, second floor, science and Technology Park Company, No. 399 Jingdong Avenue, Nanchang high tech Development Zone, Jiangxi Province. The on-site meeting was presided over by Mr. Lin Rong, chairman of the company.
3. The specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on February 24, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 24, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders' meeting and the matters submitted to the meeting for deliberation.
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 personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of shareholders attending the shareholders' meeting, the power of attorney and other relevant materials, and confirmed that there were 3 shareholders and shareholders' agents attending the company's shareholders' meeting, representing 340407255 voting shares, accounting for 42.6895% 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. after the online voting of the general meeting of shareholders, 37 shareholders participated in the online voting of the general meeting of shareholders, representing 12481902 voting shares, accounting for 1.5653% of the total voting shares of the company.
Among them, there are 38 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 13310626 voting shares, accounting for 1.6692% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 40, representing 352889157 voting shares, accounting for 44.2548% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders' meeting, the company's directors, supervisors, Secretary of the board of directors, company managers and some other senior managers attended / attended the on-site meeting of the shareholders' meeting through on-site or video, and the lawyer appointed by the exchange witnessed the on-site meeting of the shareholders' meeting.
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, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the personnel 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.
(II) convener qualification
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for 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
1. On February 8, 2022, the third extraordinary meeting of the ninth board of directors of the company deliberated and approved the proposal on canceling some proposals and adding interim proposals at the first extraordinary general meeting of the company in 2022, and decided to cancel the proposal on the company's stock option incentive plan in 2022 (draft) > and its summary, which was originally submitted to the first extraordinary general meeting of the company in 2022, Submit the new proposal "proposal on the company's stock option incentive plan in 2022 (Revised Draft) > and its summary" to the company's first extraordinary general meeting in 2022 for deliberation. On February 9, 2022, the company published the notice of shareholders' meeting (updated version) in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC. The proposals deliberated at this shareholders' meeting are consistent with the notice of shareholders' meeting (updated version), and there are no other situations of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the notice of the general meeting of shareholders by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. 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 files 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 the company's 2022 stock option incentive plan (Revised Draft) and its summary
Voting results: 352811337 shares were approved, accounting for 99.9779% of the total voting shares of shareholders and proxy representatives attending the meeting; 77820 opposed shares, accounting for 0.0221% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 13232806 shares are agreed, accounting for 99.4154% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 77820 shares, accounting for 0.5846% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting
