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Sichuan Guoguang Agrochemical Co.Ltd(002749)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
Kangda guhui Zi [2021] No. 0657 to: Sichuan Guoguang Agrochemical Co.Ltd(002749)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Sichuan Guoguang Agrochemical Co.Ltd(002749) (hereinafter referred to as “the company”) and appoints its lawyers to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the meeting”).
According to 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 (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and Sichuan Guoguang Agrochemical Co.Ltd(002749) The articles of Association (hereinafter referred to as the “articles of association”) and other provisions, express legal opinions on the convening and convening procedures of the meeting, the qualifications of conveners and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby declare as follows:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions.
(2) The firm and its lawyers shall act in accordance with the securities law, the measures for the administration of securities legal business of law firms and 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 issuance date of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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 for them.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and the documents issued or provided are free from false records, misleading statements or major omissions.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document for this meeting of the company. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, our lawyers shall, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards recognized by the lawyer industry , ethics and diligence, the legal opinions are as follows:
1、 Convening and convening procedures of this meeting
(i) Convening of this meeting
The meeting was approved by the resolution of the 32nd (Interim) meeting of the Fourth Board of directors of the company.
According to the notice on convening the third extraordinary general meeting of shareholders in 2021 issued by the company on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
（2） Convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held at No. 899, Beijing Road, Longquanyi District, Chengdu, Sichuan Province at 14:30 p.m. on December 23, 2021, chaired by Mr. Yan Yaqi.
The online voting time of this meeting is December 23, 2021. 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 the trading day of December 23, 2021, The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on December 23, 2021 to 15:00 p.m. on December 23, 2021.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(i) Convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
（2） Shareholders and their proxies attending the meeting
A total of 11 shareholders and shareholders’ agents attended the meeting, including 13 representative shareholders and 222250135 representative shares, accounting for 51.0175% of the total shares of the company.
1. Shareholders and their proxies attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of the shareholders and their agents attending the meeting, there were 9 shareholders and their agents attending the on-site meeting, 11 representing shareholders and 222103984 representing shares, accounting for 50.9840% of the total shares of the company.
The owner of the above shares is the company’s shareholder registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on December 16, 2021 as of the equity registration date.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 2 Shareholders participated in the online voting of this meeting, representing 146151 shares, accounting for 0.0335% of the total shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, there were 6 small and medium-sized investor shareholders who attended the on-site meeting or participated in online voting, representing 17389795 shares, accounting for 3.9918% of the total shares of the company.
（3） Other personnel attending or attending on-site meetings as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include some directors, supervisors, senior managers of the company and lawyers of the exchange.
In conclusion, our lawyers believe that the convener and attendees of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(i) Voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice of the meeting by open ballot in writing, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
（2） Voting results of this meeting
The voting results of this meeting are as follows:
1. The proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted
(1) Mr. Yan Yaqi was elected as a non independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(2) Elect Mr. He Jie as a non independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(3) Elect Mr. He Pengnian as a non independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(4) Mr. Zou Tao was elected as a non independent director of the 5th board of directors by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(5) Elect Mr. Chen Xi as a non independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
2. The proposal on the election of independent directors of the 5th board of directors of the company was deliberated and adopted
(1) Mr. Hua Rongjun is elected as an independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal was 222225185 shares, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(2) Elect Mr. Lin Xiaoan as an independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(3) Elect Mr. He Yun as an independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
(4) Ms. Bi Chao was elected as an independent director of the 5th board of directors of the company by cumulative voting
The voting result of the proposal is: 222225185 shares agree, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting. Among them, the voting result of minority investor shareholders on the proposal was: 17364845 shares agreed, accounting for 99.8565% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
3. The proposal on electing shareholder representative supervisors of the 5th board of supervisors of the company was deliberated and adopted
(1) Mr. Lu Hao was elected as the shareholder representative supervisor of the 5th board of supervisors by cumulative voting
The voting result of the proposal was: 222225185 shares agreed, accounting for 99.9888% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Voting result: adopted.
(2) Elect Ms. Qin Chunhua as the fifth member of the company by cumulative voting
