Shanghai jintiancheng (Chongqing) law firm
Legal opinion on the first extraordinary general meeting of shareholders in Dima Holdings Co.Ltd(600565) 2022
March, 2002
Shanghai jintiancheng (Chongqing) law firm
About Dima Holdings Co.Ltd(600565)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Dima Holdings Co.Ltd(600565)
Entrusted by Dima Holdings Co.Ltd(600565) (hereinafter referred to as “the company” or ” Dima Holdings Co.Ltd(600565) “), Shanghai jintiancheng (Chongqing) law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) held by the company on March 2, 2022 in the conference room on the 4th floor of 1891d hall, Dongyuan, Nanbin Road, Nan’an District, Chongqing, And issue this legal opinion on relevant issues such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the general meeting of shareholders.
This legal opinion is based on the facts that have occurred or exist, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies (revised in 2022), and other laws and regulations Normative documents and relevant provisions of Shanghai Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation (hereinafter referred to as “guidelines for the application of self regulatory rules for listed companies No. 1”) and Dima Holdings Co.Ltd(600565) articles of Association (hereinafter referred to as “articles of association”).
This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose by any other person. Our lawyer agrees to announce the legal opinion along with other information disclosure materials of the company’s general meeting of shareholders.
In accordance with the requirements of current and effective Chinese laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers attended the shareholders’ meeting, and verified and verified the relevant documents and relevant facts provided by the company. Now, we express the following legal opinions on the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon inspection, the shareholders’ meeting was convened by the 7th board of directors of the company.
On February 15, 2022, the company published in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The notice of Dima Holdings Co.Ltd(600565) on convening the first extraordinary general meeting of shareholders in 2022 was announced on the. The notice of the shareholders’ meeting specifies the basic information of the shareholders’ meeting, including the type and session of the shareholders’ meeting, the convener of the shareholders’ meeting, the voting method, the date, time and place of the on-site meeting, the online voting system, start and end date and voting time, margin trading, refinancing Agree on the repurchase business account and the voting procedures of Shanghai Stock connect investors, involving the public solicitation of shareholders’ voting rights; Matters to be considered at the meeting; Precautions for voting at the general meeting of shareholders; Attendees of the meeting; Methods of meeting registration and other matters.
(II) convening of this general meeting of shareholders
The general meeting of shareholders of the company is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:00 on March 2, 2022 in the conference room on the 4th floor of the original 1891d hall, Dongyuan, Nanbin Road, Nan’an District, Chongqing, presided over by Ms. Luo Shaoying, chairman of the company.
The general meeting of shareholders provides shareholders with an online voting platform through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The online voting time is March 2, 2022. Among them: the voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 2, 2022; The voting time through the Internet voting platform is 9:15-15:00 on March 2, 2022.
After verification, the time, place, method and content of the shareholders’ meeting of the company are consistent with those specified in the meeting notice.
The lawyers of the firm believe that the procedures and methods of convening and convening the general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the guidelines for the application of the self regulatory rules of listed companies No. 1 and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the seventh board of directors of the company, and the qualification of the convener meets the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association.
(II) personnel attending the general meeting of shareholders
According to the notice of the shareholders’ meeting, after the closing of the equity registration date of the shareholders’ meeting (February 23, 2022), the shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch have the right to attend the shareholders’ meeting.
The lawyer of the firm has verified the identity certificates, shareholding certificates and power of attorney of the shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders, as well as the register of shareholders as of the equity registration date of the general meeting of shareholders. There are 3 shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders of the company, and the number of representative shares is 1074450283, Accounting for 421636% of the total voting shares of the company (2548286284 shares). Verified by our lawyers, the above shareholders and entrusted agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
According to the online voting and on-site statistical results provided by Shanghai Stock Exchange Information Network Co., Ltd., there were 20 shareholders and entrusted agents who voted effectively through the network system and on-site, and the number of representative shares was 1092851210, accounting for 428857% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
In addition to shareholders, directors, supervisors and senior managers of the company, as well as lawyers in charge of the exchange, who attend or attend the shareholders’ meeting as nonvoting delegates, have legal and valid qualifications to attend the meeting.
After verification, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the guidelines for the application of the self regulatory rules of listed companies No. 1 and the articles of association, The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the proposals listed in the meeting notice.
The shareholders’ representatives and supervisors were elected as vote counters and scrutineers at the shareholders’ meeting. The lawyers of the office, together with the vote counters and scrutineers, are responsible for vote counting and scrutinizing. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the guidelines for the application of the self regulatory rules of listed companies No. 1 and the articles of association.
(II) voting results of the general meeting of shareholders
After deliberation and in accordance with the voting procedures stipulated in the articles of association, the voting results of this shareholders’ meeting are as follows: 1 The proposal on increasing the amount of guarantee provided by the company for associated enterprises was deliberated and adopted
Shareholders agree against waiver
Proportion of type votes (%) proportion of votes (%) proportion of votes (%)
A shares 109004031099742728109000.2573 0.0000
Among them, the voting situation of minority investor shareholders is: 204302719 shares are agreed, accounting for 986428% of the total number of valid voting shares held by minority investor shareholders attending the general meeting of shareholders; Against 2810900 shares, accounting for 1.3572% of the total number of valid voting shares held by minority investor shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the general meeting of shareholders.
After verification, the proposal has been deliberated and adopted by more than two-thirds of the effective voting rights held by the shareholders (entrusted agents) attending the general meeting of shareholders.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of laws, regulations and normative documents such as the company law, the rules for the general meeting of shareholders of listed companies, the guidelines for the application of self regulatory rules of listed companies No. 1 and the articles of Association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, as well as the qualifications of the convener, the participants, the voting procedures of the general meeting The voting results are legal and valid.
This legal opinion is made in triplicate.
(there is no text below, which is the signature page of this legal opinion)
