Beijing Jinchengtongda (Hefei) law firm
about
Anhui Annada Titanium Industry Co.Ltd(002136)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
China. 11th floor, Baiyue center, Zhidi square, Xiyou Road, Hefei government district
Tel: (0551) 65589 922 Fax: (0551) 65589 933
Beijing Jinchengtongda (Hefei) law firm
Legal opinion on Anhui Annada Titanium Industry Co.Ltd(002136) the first extraordinary general meeting of shareholders in 2022
To: Anhui Annada Titanium Industry Co.Ltd(002136)
Beijing Jinchengtongda (Hefei) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Anhui Annada Titanium Industry Co.Ltd(002136) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) In accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the articles of association of Anhui Annada Titanium Industry Co.Ltd(002136) (hereinafter referred to as the “articles of association”), the China Securities Regulatory Commission appointed lawyer Zhu Fangfang and lawyer sun Defang (hereinafter referred to as the “lawyer of the exchange”) to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the “general meeting of shareholders”), And witness the relevant matters of the general meeting of shareholders and issue legal opinions.
This legal opinion is issued by our lawyers based on their understanding of the facts of the shareholders’ meeting and the current laws, regulations and normative documents in China.
The lawyer of the firm agrees to announce this legal opinion as a legally necessary document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the requirements of the relevant provisions of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have verified and witnessed the convening, convening, qualification of participants and voting procedures of the general meeting of shareholders, and hereby express the following witness opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) after verification, according to the resolution of the 14th meeting of the sixth board of directors of the company, the company was on cninfo.com on February 10, 2022 http://www.cn.info.com.cn. The notice on convening the first extraordinary general meeting of shareholders in 2022 was published.
(II) the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 25, 2022 in the conference room on the third floor of the company, No. 1288, south section of Tongguan Avenue, Tongling City. The general meeting of shareholders was convened by the board of directors and presided over by Mr. Yao Cheng, chairman of the board.
(III) the online voting time of this general meeting of shareholders is: 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 25, 2022. The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 15:00 p.m. on February 25, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, rules of general meeting of shareholders and the articles of association, and the qualification of the convener of the meeting is legal and valid.
2、 Qualifications of the attendees of the general meeting of shareholders
The shareholders’ meeting adopts the combination of on-site voting and online voting. The participants at the shareholders’ meeting are:
(I) there are 13 shareholders and their representatives attending the on-site meeting of the general meeting of shareholders and shareholders voting through the Internet, representing 65841804 shares of the company, accounting for 30.6212% of the total shares of the company, including:
1. Four shareholders and shareholder representatives attended the on-site meeting, representing 65510904 shares, accounting for 30.4673% of the total shares of the company. They are all registered shareholders of the company with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market on the afternoon of February 21, 2022. All shareholders present in person have presented their identity documents and shareholding certificates. In addition to the above-mentioned documents, shareholders’ representatives present also have issued relevant certificates of authorized representatives.
2. A total of 9 shareholders participated in the meeting by online voting, representing 330900 shares of the company, accounting for 0.1539% of the total shares of the company.
(II) directors, supervisors and senior managers of the company.
(III) our lawyer.
Our lawyers believe that the qualifications of the above participants meet the provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association. The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of the company law and other laws and regulations and the articles of association.
3、 Voting procedures and results of this shareholders’ meeting
(I) voting procedure
1. Verified by our lawyers, the voting shareholders and shareholder representatives attending the shareholders’ meeting voted on the proposals listed in the announcement by open ballot.
2. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting. After the voting, the company consolidated and counted the voting results of on-site voting and online voting. 3. In order to respect the interests of minority shareholders and improve the participation of minority shareholders in major matters decided by the general meeting of shareholders of the company, the general meeting of shareholders adopts separate vote counting of minority shareholders when deliberating the proposal.
It is verified that the voting procedures, voting methods and counting methods of on-site voting and online voting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) voting results
After verification, after the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting of the proposals, and the proposals listed in the announcement were voted and passed by the general meeting of shareholders. The general meeting of shareholders deliberated and adopted the following proposals:
Deliberated and adopted the proposal on by election of non independent directors
The voting result was: 65839704 shares were approved, accounting for 99.9968% of the total voting shares attending the meeting;
The total number of dissenting shares is 21000.0032%; Abstain 0 shares.
Separate vote counting of small and medium-sized investors: 328800 shares were agreed, accounting for 99.3654% of the voting shares of small and medium-sized shareholders attending the meeting; Against 2100 shares, accounting for 0.6346% of the voting shares of minority shareholders attending the meeting; Abstain 0 shares.
After verification by our lawyers, all the proposals considered at this shareholders’ meeting have been listed in the notice of shareholders’ meeting issued by the company. The matters actually considered at this shareholders’ meeting are consistent with the matters listed in the announcement of the resolution of the 14th meeting of the sixth board of directors and the announcement of the notice of the first interim shareholders’ meeting in 2022. There is no need to modify the original meeting agenda Proposing new proposals and voting on matters not listed in the notice of shareholders’ meeting.
The lawyers of the firm believe that the voting procedures and votes of the company’s general meeting of shareholders comply with the provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of association. All proposals have been passed with effective voting rights in accordance with the articles of Association, and the voting results are legal and valid.
4、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening of the general meeting of shareholders of the company, the qualifications of the participants and conveners and the voting procedures of the meeting comply with the provisions of the company law and other laws and regulations, the rules of the general meeting of shareholders and the articles of Association, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate and has the same legal effect.
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(there is no text on this page, which is the signature page of Beijing Jinchengtongda (Hefei) law firm on the legal opinion on the first extraordinary general meeting of shareholders in Anhui Annada Titanium Industry Co.Ltd(002136) 2022) Beijing Jinchengtongda (Hefei) law firm (seal)
person in charge:
Song Hong
Witness lawyer:
Zhu Fangfang
Witness lawyer:
De Fang sun
February 25, 2022
