Shanghai Junyue (Shenzhen) law firm
about
Hubei Kailong Chemical Group Co.Ltd(002783)
The fifth extraordinary general meeting of shareholders in 2021
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Legal opinion
23rd floor, Huarong Building, Central District, Futian District, Shenzhen, Guangdong, China zip code: 518046
Tel: (0755) 82912618 Fax: (0755) 82912529
Shanghai Junyue (Shenzhen) law firm
About Hubei Kailong Chemical Group Co.Ltd(002783)
Of the fifth extraordinary general meeting of shareholders in 2021
Legal opinion
Hyatt Hui Zi [2021] No. 11 to: Hubei Kailong Chemical Group Co.Ltd(002783)
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 for the general meeting of shareholders”) and other laws, regulations and normative documents, as well as the current effective articles of Association (hereinafter referred to as the “articles of association”), Shanghai Junyue (Shenzhen) law firm (hereinafter referred to as “Grand Hyatt”) is entrusted by Hubei Kailong Chemical Group Co.Ltd(002783) (hereinafter referred to as “your company” or “the company”) to appoint Lawyer Wang Xianzhong and lawyer Miao Baowen (hereinafter referred to as “Grand Hyatt”) to attend the fifth extraordinary general meeting of shareholders of your company in 2021 (hereinafter referred to as “the shareholders’ meeting”) ）, on the basis of necessary verification work, express legal opinions on the convening of the general meeting of shareholders of your company, the convening procedures, the qualifications of the participants and conveners, the voting procedures and results, etc. Influenced by the epidemic of pneumonia caused by New Coronavirus, Hyatt lawyers witnessed the shareholders’ meeting by video.
In order to issue this legal opinion, Grand Hyatt lawyer attended the shareholders’ meeting, reviewed the agenda and relevant documents provided by your company, and listened to the statements and explanations made by the board of directors of your company on relevant matters.
Your company has guaranteed and promised to Grand Hyatt lawyer that the documents and statements and explanations provided by your company to Grand Hyatt lawyer are complete, true and valid, the relevant copies or copies are consistent with the original, the relevant original and its signature and seal are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to Grand Hyatt lawyer, Without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, Grand Hyatt lawyers only express opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and compliant, whether they comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the general meeting of shareholders and the facts or data expressed in such proposals.
Grand Hyatt and Grand Hyatt lawyers in accordance with the securities law of the people’s Republic of China Measures for the administration of securities legal business of law firms and 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, strictly perform their statutory duties, follow the principles of diligence and good faith, and conduct 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.
In accordance with the requirements of Article 5 of the rules of shareholders’ meeting and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Grand Hyatt lawyers issued the following witness opinions on the relevant facts of the shareholders’ meeting: I. convening and convening procedures of the shareholders’ meeting
(i) Convening of the general meeting of shareholders
On December 9, 2021, the board of directors of your company published in the securities times, China Securities Journal, Shanghai Securities News The notice of Hubei Kailong Chemical Group Co.Ltd(002783) on convening the fifth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “notice on convening the general meeting of shareholders”) is published on the Securities Daily and cninfo website to announce the time and place of convening the general meeting, the method of convening the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters within the statutory time limit.
Grand Hyatt lawyer believes that the convening procedures of this general meeting of shareholders of your company comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and relevant provisions of the current articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of convening the general meeting of shareholders, the notice of convening the general meeting of shareholders of your company has been issued in the form of announcement 15 days in advance, which is in line with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
2. According to the notice of convening the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, attendees, registration methods, etc. The contents of such meeting notices comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association.
3. The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on December 24, 2021 in the conference room on the first floor of the company’s office building, No. 20 quankou Road, Dongbao District, Jingmen City, Hubei Province. The online voting time is December 24, 2021. Among them, the specific time for 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 December 24, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on December 24, 2021. The actual time and place of the shareholders’ meeting are consistent with the time and place specified in the meeting notice. The shareholders’ meeting is presided over by Mr. Shao Xingxiang, chairman of your company.
Grand Hyatt lawyer believes that the convening procedures of this general meeting of shareholders of your company comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and relevant provisions of the current articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(i) Shareholders and their proxies attending the general meeting of shareholders
Verified by Grand Hyatt lawyer, 33 shareholders and shareholder agents attended the general meeting, representing 133991069 shares, accounting for 35.1010% of all shares of the company.
1. Attendance at site meetings
There were 31 shareholders and shareholders’ agents attending the on-site meeting, representing 133982769 shares, accounting for 35.0988% of all shares of the company.
2. Shareholders’ participation in online voting
There are 2 shareholders voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 8300 shares, accounting for 0.0022% of all shares of the company.
3. Attendance of minority shareholders 1
16 minority shareholders participated in the shareholders’ meeting through on-site meeting and online voting, representing 9144437 shares, accounting for 2.3955% of all shares of the company.
（2） Other personnel attending the shareholders’ meeting
Some directors, supervisors and senior managers of your company also attended or attended the shareholders’ meeting as nonvoting delegates. Influenced by the epidemic of pneumonia caused by New Coronavirus, Hyatt lawyers witnessed the shareholders’ meeting by video.
（3） Qualification of convener of this general meeting of shareholders
According to the notice on convening the general meeting of shareholders, the convener of this general meeting of shareholders is the 8th board of directors of your company, and has the qualification of convener of this general meeting of shareholders.
Grand Hyatt lawyer believes that the shareholders, shareholders’ agents and other personnel attending the shareholders’ meeting are qualified to attend or attend the shareholders’ meeting as nonvoting delegates, and the qualification of the convener of the shareholders’ meeting is legal and effective. 3、 Voting procedures and results of various proposals at the general meeting of shareholders
(i) The shareholders’ meeting deliberated the proposal
According to the notice on convening the general meeting of shareholders, the general meeting of shareholders considered the following matters:
1. Proposal on holding subsidiaries applying for credit from financial institutions and being guaranteed by the company.
2. Proposal on the application of the company and its holding subsidiaries for credit and financing plans to financial institutions in 2022. After review by Grand Hyatt lawyer, the proposal listed in the notice notice of convening the general meeting of shareholders has been deliberated at the general meeting of shareholders of your company, and the on-site and online voting has been carried out in a registered manner.
Grand Hyatt lawyer believes that the voting method of the above proposals at the general meeting of shareholders of your company complies with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and relevant provisions of the current articles of association. （2） Voting procedure
1 minority shareholders refer to shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company and the directors, supervisors and senior managers of the company.
1. On site voting: according to the statistics of the voting results made by the vote monitoring representative designated by your company and the verification of Grand Hyatt lawyer, the shareholders’ meeting has voted on the proposal listed in the notice of convening the shareholders’ meeting, and the on-site voting results have been announced on the spot.
2. Online voting: according to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide online information services for listed companies, the proposal listed in the notice of convening the general meeting of shareholders has been voted and counted.
Lawyer Junyue believes that the on-site and online voting procedures of your company’s general meeting of shareholders comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and relevant provisions of the current articles of association. 3. According to the combined statistics of the effective voting results of on-site voting and online voting, the proposal included in the shareholders’ meeting has been adopted. The details are as follows:
(1) The shareholders’ meeting deliberated and approved the proposal on the holding subsidiary applying for credit from financial institutions and the company providing guarantee.
The proposal is an ordinary resolution, with 133990969 on-site and online votes, accounting for 99.9999% of the total number of effective voting shares of shareholders attending the meeting; 100 negative votes, accounting for 0.0001% of the total effective voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 9144337 consent votes, accounting for 99.9989% of the total number of valid voting shares of minority shareholders attending the meeting; 100 negative votes, accounting for 0.0011% of the total number of valid voting shares of minority shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of minority shareholders attending the meeting.
(2) The shareholders’ meeting deliberated and approved the proposal on the company and its holding subsidiaries applying for credit and financing plans from financial institutions in 2022.
The proposal is an ordinary resolution proposal, with 133991069 on-site and online voting votes, accounting for 100.0000% of the total effective voting shares of shareholders attending the meeting; The number of negative votes is 0, accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting; The number of abstention votes is 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of shareholders attending the meeting.
Grand Hyatt lawyer believes that the deliberation proposals, voting procedures and results of the general meeting of shareholders comply with the company law, rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association. 4、 Legality of the proposal of the general meeting of shareholders
After verification by lawyer Junyue, the proposal deliberated at this general meeting of shareholders has been deliberated and adopted at the 10th meeting of the 8th board of directors of your company. The above proposals are listed in the notice of convening the general meeting of shareholders and comply with the relevant provisions of the company law, rules of the general meeting of shareholders and other laws, regulations and normative documents.
5、 Amendment of the original proposal and proposal of the interim proposal of the shareholders’ meeting
Witnessed by Grand Hyatt’s lawyer, the original proposal was not modified and no temporary proposal was added at the shareholders’ meeting. 6、 Concluding observations
To sum up, Grand Hyatt lawyer believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law, rules for general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the current articles of association, the qualifications of the personnel attending or attending the meeting as nonvoting delegates and the qualifications of the convener are legal and effective, and the voting procedures of the general meeting of shareholders are legal and effective, The resolution of Hubei Kailong Chemical Group Co.Ltd(002783) the fifth extraordinary general meeting of shareholders in 2021 formed at the meeting is legal and effective.
Grand Hyatt agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders.
