Notice of Beijing Deheng Law Firm on the first extraordinary general meeting of shareholders in Bengang Steel Plates Co.Ltd(000761) 2022
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
About Bengang Steel Plates Co.Ltd(000761)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 01g2003305 to: Bengang Steel Plates Co.Ltd(000761)
Entrusted by Bengang Steel Plates Co.Ltd(000761) (hereinafter referred to as " Bengang Steel Plates Co.Ltd(000761) " or "the company"), Beijing Deheng Law Firm appoints lawyer Yin Shuxia and lawyer song Jiani (hereinafter referred to as "our lawyer") to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "this general meeting of shareholders"), witness the legitimacy of this general meeting of shareholders and issue this legal opinion.
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"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies and other currently effective laws, regulations and normative documents, as well as the Bengang Steel Plates Co.Ltd(000761) articles of Association (hereinafter referred to as the "articles of association").
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, 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 lawyers reviewed the relevant documents and materials of Bengang Steel Plates Co.Ltd(000761) this shareholders' meeting. Our lawyer has obtained Bengang Steel Plates Co.Ltd(000761) the following guarantee, that is, he has provided the materials that our lawyer considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and the voting results of this general meeting of shareholders are in line 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, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only used for the purpose of the legality of Bengang Steel Plates Co.Ltd(000761) this general meeting of shareholders and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
On February 15, 2022, the company held the 26th meeting of the 8th board of directors, which deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. The first extraordinary general meeting of shareholders in 2022 is scheduled to be held on March 3, 2022.
On February 16, 2022, the company posted on the securities times, China Securities News, Hong Kong business daily and information disclosure websites respectively http://www.cn.info.com.cn. The notice of Bengang Steel Plates Co.Ltd(000761) on convening the first extraordinary general meeting of shareholders in 2022 was published on the. The above-mentioned notice of the meeting specifies the convening time, equity registration date, meeting place, online voting time, convener of the meeting, convening and voting method, attendees, matters to be considered at the meeting, meeting registration method, meeting contact information, etc.
After examination, our lawyers believe that the time, method and content of the notice of the company's general meeting of shareholders and the convening procedure of the company's 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, normative documents and the articles of association.
2、 Convening procedures of this general meeting of shareholders
(I) the general meeting of shareholders is held by combining on-site voting and online voting.
(II) the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 3, 2022 in the conference room on the third floor of Benxi Steel Energy Management Center, 1-1 Gangtie Road, Pingshan District, Benxi City, Liaoning Province.
(III) the online voting time of this shareholders' meeting is: the specific time of 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 March 3, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 3, 2022.
After examination, our lawyers believe that the convening 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, normative documents and the articles of association.
3、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
(I) according to the inspection, there are 26 shareholders and shareholders' agents attending the general meeting of shareholders of the company, with 2 Friend Co.Ltd(605050) 183 representative shares, accounting for 63.41% of the total voting shares of the company. Among them, there are 16 A-share shareholders and shareholder agents attending the meeting, representing 2595204174 shares; There were 10 B-share shareholders and shareholder agents attending the meeting, representing 9846009 shares.
1. Verified by our lawyers, there were 9 shareholders and shareholders' agents present at the shareholders' meeting, representing 2596482786 shares, accounting for 63.20% of the total voting shares of the company. Among them, there are 2 A-share shareholders and shareholder agents, representing 2592470977 shares; 7 B-share shareholders and shareholder agents, representing 4011809 shares;
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders voted through the online voting system during the online voting time, representing 8567397 shares, accounting for 0.21% of the total voting shares of the company. Among them, there are 14 A-share shareholders, representing 2733197 shares; There are 3 shareholders of B shares, representing 5834200 shares.
Upon examination, the shareholders and shareholders' agents attending the meeting held legal certificates to attend the shareholders' meeting.
In addition to the above shareholders and shareholders' agents, the company's directors, supervisors, senior managers and witness lawyers attended or attended the shareholders' meeting.
(II) the convener of this general meeting of shareholders is the board of directors of the company.
Our lawyers believe that the qualifications of the attendees and conveners of this general meeting of shareholders are in line 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.
4、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders' meeting deliberated the proposals listed in the notice of shareholders' meeting, and voted by on-site voting and online voting.
(II) the scrutineer and the teller jointly scrutinized and counted the votes on the spot. After the voting activities, the company counted the voting results of on-site voting, counted the voting results of online voting according to the data provided by the trading system and Internet voting system of Shenzhen Stock Exchange, and published them on the spot.
(III) the following proposals were adopted at the shareholders' meeting:
1. Proposal on the implementation of daily connected transactions in 2021
According to the verification of our lawyers, the above-mentioned proposals put to the vote at the general meeting of shareholders were passed with the effective consent of the voting shares held by the shareholders and their agents attending the meeting in accordance with the company law, the articles of association and other relevant provisions. The proposal is a related party transaction, and the related parties avoid voting when considering the proposal at the shareholders' meeting.
Our lawyers believe that the voting procedures and results 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, normative documents and the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the main qualifications of the participants, the voting procedures, the voting results and the resolutions of the shareholders' meeting of the company are in line with the relevant provisions of the company law, the rules for the shareholders' meeting of listed companies and other laws, regulations, normative documents and the articles of association, which are legal and effective.
This legal opinion is only for the purpose of witnessing this shareholders' meeting of the company. The exchange agrees to take this legal opinion as the necessary announcement document of the company's general meeting of shareholders and announce it together with other documents.
This legal opinion is made in quadruplicate, which shall come into force after being sealed by the exchange and signed by the undertaking lawyer.
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Beijing Deheng Law Firm
Person in charge: Wang Li
Lawyer in charge: Yin Shuxia
Lawyer in charge: Song Jiani
March 3, 2022
