Notice of Beijing deheheng law firm on Shandong Fengyuan Chemical Co.Ltd(002805) the fifth extraordinary general meeting of shareholders in 2021
Legal opinion
Dehehhengzhenglv opinion (2021) No. 547
Beijing deheheng law firm
About Shandong Fengyuan Chemical Co.Ltd(002805)
Of the fifth extraordinary general meeting of shareholders in 2021
Legal opinion
Dehehhengzhenglv opinions (2021) No. 547 to: Shandong Fengyuan Chemical Co.Ltd(002805)
Beijing deheheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company" or "your company") to appoint our lawyers to attend the fifth extraordinary general meeting of shareholders of your company in 2021. Our lawyers shall, in accordance with 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 (hereinafter referred to as the "rules of the general meeting"), the articles of association of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as the "articles of association") and relevant laws, regulations and normative documents issue this legal opinion on relevant matters of the general meeting of shareholders.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants of the meeting, the legitimacy and validity of the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In accordance with the provisions of the measures for the administration of law firms engaging in securities legal business and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used by your company for the purpose of this shareholders' meeting, and shall not be used for any other purpose. Our lawyers agree that your company will disclose this legal opinion to the public together with other information disclosure materials of your company's shareholders' meeting, and bear corresponding responsibilities for this legal opinion according to law.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The shareholders' meeting was convened by the board of directors of the company in accordance with the resolution of the 11th meeting of the 5th board of directors, On November 26, 2021, the board of directors of the company made an announcement on the websites of securities times, China Securities Journal, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN.) has published the notice of convening the general meeting of shareholders. The notice of the meeting specifies the time, place, convener, matters to be considered at the meeting, and the meeting adopts the combination of on-site voting and online voting, indicating that shareholders have the right to attend the meeting, and can entrust agents to attend and exercise their voting rights and have the right to attend the meeting On the date of equity registration, Dong informed the shareholders attending the meeting of the registration method, meeting contact number and contact name.
After verification, the shareholders' meeting was held at 14:30 on Tuesday, December 14, 2021 in the conference room Shandong Fengyuan Chemical Co.Ltd(002805) of Zaozhuang Taierzhuang economic development zone. The time, place and deliberation of the meeting are consistent with those disclosed in the above notice.
In conclusion, the lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
After verification, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company is elected by the general meeting of shareholders, and the directors of the company have the legal qualification to serve as directors of the company; The board of directors of the company is not unable to perform its functions and powers.
The total number of shareholders and authorized representatives of shareholders attending the meeting is 14, and the number of shares representing the company is 60969563, accounting for 34.2656% of the total voting shares of the company.
In conclusion, 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 of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders' meeting deliberated and voted on all proposals listed in the meeting notice one by one.
The general meeting of shareholders adopts a combination of on-site voting and online voting. Votes shall be counted and monitored in accordance with the company law, rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
According to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders' meeting are as follows:
1. Proposal on by election of non independent directors of the company
Voting: 60969563 shares were approved, accounting for 100.0000% of the total voting shares held by shareholders attending the meeting;
0 dissenting shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
2. Revision of the
<关联交易管理制度>
Proposal for
Voting: 60969563 shares were approved, accounting for 100.0000% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
3. On proposed signature
<“锂离子电池正极材料生产基地项目”投资合作协议>
Proposal for
Voting: 60969563 shares were approved, accounting for 100.0000% of the total voting shares held by shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the company's articles of association, and the voting results of the general meeting of shareholders are legal and effective.
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Beijing deheheng law firm
Person in charge: Liu Kejiang handling lawyer: Guo Fangjin
Ding Wei
specific date
