Shaanxi Boshuo law firm
About Jinhua Enterprise (Group) Co., Ltd
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jinhua Enterprise (Group) Co., Ltd
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), 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 and administrative regulations of the China Securities Regulatory Commission According to the provisions of the normative documents and the articles of association of Jinhua Enterprise (Group) Co., Ltd. (hereinafter referred to as the articles of association), Shaanxi Boshuo law firm (hereinafter referred to as the office) accepts the entrustment of Jinhua Enterprise (Group) Co., Ltd. (hereinafter referred to as the company), Appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders). Our lawyers only express legal opinions on the convening procedures, convening procedures, qualification of participants, qualification of conveners, voting procedures and voting results of this general meeting of shareholders, and do not express opinions on the figures and contents involved in the proposals considered at this general meeting of shareholders. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of this shareholders' meeting. This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the provisions of 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, as well as 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, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the office and its handling lawyers have conducted necessary verification and verification on the relevant matters and documents involved in the shareholders' meeting, attended the shareholders' meeting and issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
one
Address: 12 / F, No. 113, North Chang'an Road, Xi'an city telephone: + 86-2987541009
(I) convening procedures of this general meeting of shareholders
On February 11, 2022, the company's shareholder Xing boyue (holding 17.3% of the company's shares) sent a proposal letter to the company, proposing to convene a general meeting of shareholders to elect directors and replace supervisors. On February 16, 2022, the company held the 13th meeting of the ninth board of directors to consider proposals on by election of directors, replacement and by election of supervisors, amendment of the articles of association, appointment of senior executives and Secretary of the board of directors, and decided to hold the first extraordinary general meeting of shareholders in 2022 on March 4, 2022.
On February 17, 2022, the company announced the notice of Jinhua Enterprise (Group) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting of shareholders) on the official website of Shanghai Stock Exchange and Shanghai Securities News and other media, The announcement states that the company plans to hold the shareholders' meeting in the company's conference room, 202 Keji Fourth Road, Xi'an, Shaanxi Province. Later, due to the impact of the meeting venue, the venue of the shareholders' meeting was changed to "42 / F, North building, phase III, wealth center, Gaoxin Third Road, Xi'an, Shaanxi Province". The company issued an announcement on the change of venue in the designated media on February 26, 2022.
The notice of the general meeting of shareholders also explains the holding time of the general meeting of shareholders, the matters to be considered at the meeting, the voting method, the qualifications of participants, the registration matters of the meeting, the date of equity registration and other relevant matters, and lists the proposals submitted to the general meeting of shareholders for consideration. The company has fully disclosed the contents of the proposal.
(II) convening procedures of the general meeting of shareholders
The shareholders' meeting was held by combining on-site voting and online voting.
At 13:30 on March 4, 2022, the shareholders' meeting was held on the 42nd floor of phase III North Building of wealth center, Gaoxin Third Road, Xi'an, Shaanxi Province. The on-site meeting was presided over by Xing Yajiang, chairman of the company.
The online voting time of this general meeting of shareholders is from March 4, 2022 to March 4, 2022. The voting time through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 4, 2022. The time for voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on March 4, 2022.
After verification by our lawyers, the actual time, place, method and deliberation proposal of the shareholders' meeting are consistent with the contents of the announcement in the notice of shareholders' meeting.
The lawyers of the firm believe that the general meeting of shareholders is convened by the board of directors, and the qualification of the convener, the convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association. two
Address: 12 / F, No. 113, North Chang'an Road, Xi'an City Tel: + 86-2987541009
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) qualifications of convener and attendees
The convener of this general meeting of shareholders is the board of directors of the company. According to relevant regulations and the notice of the general meeting of shareholders, the objects entitled to attend / attend the general meeting of shareholders are:
1. Shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their entrusted agents at the closing of the market on the afternoon of February 28, 2022 (Monday).
2. Directors, supervisors and senior managers of the company.
3. Our lawyer.
(II) attendance at the meeting
1. Attendance of shareholders
After checking the identity certificates, power of attorney and materials provided by China Securities Depository and Clearing Co., Ltd. Shanghai branch and other supporting documents of the shareholders and their entrusted agents attending the shareholders' meeting on site and online, a total of 32 shareholders (including the shareholders entrusted to attend the meeting) attended the meeting, The total voting shares represented are 134429211 shares, accounting for 360139% of the total shares of the company. After verification by the lawyers of the exchange, the shareholders (including the shareholders represented by the agent) attending the meeting on site are all the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the trading of Shanghai Stock Exchange on February 28, 2022, and the power of attorney held by the shareholder agent is legal and valid; The identity of shareholders who vote through the online voting system shall be verified by the trading system and online voting system of Shanghai Stock Exchange.
2. Other persons attending the meeting
Some directors, supervisors and senior managers of the company attended / attended the shareholders' meeting as nonvoting delegates. The lawyer appointed by the firm witnessed the shareholders' meeting.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders is legal and valid; Shareholders attending the meeting (including those represented by agents) are qualified in accordance with relevant laws, administrative regulations, normative documents, the articles of association and rules of procedure, and have the right to review and vote on the proposals of the general meeting of shareholders.
3、 Proposals, voting procedures and voting results of the general meeting of shareholders
(I) proposal of this shareholders' meeting
three
Address: 12 / F, No. 113, North Chang'an Road, Xi'an city telephone: + 86-2987541009
According to the notice of the general meeting of shareholders and the announcement of Jinhua Enterprise (Group) Co., Ltd. on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022, the proposals submitted to the general meeting of shareholders for deliberation are:
No. proposal name
Non cumulative vote
1. Amendment to the articles of Association
2. Proposal on the replacement of supervisors and by election of supervisors proposed by shareholders
Cumulative voting motion
3.00 proposal on election of directors
3.01 Xing boyue
3.02 Wang Xing
3.03 Wanqing
4.00 proposal on the election of independent directors
Zhao Ge 4.01
4.02 Yike
5.00 proposal on the election of supervisors
5.01 Ma Bin
In the above proposals, in addition to nominating Ms. Wan Qing as the candidate for director of the company, the board of directors of other proposals has been listed in the notice of the general meeting of shareholders and announced on the official website of Shanghai Stock Exchange on February 17, 2022; Century Ginwa Enterprise (Group) Inc(600080) Co., Ltd. (holding 30 million shares of the company, accounting for 8.04% of the company's shares), as a shareholder of the company, put forward an interim proposal on February 21, 2022 and submitted it in writing to the convener of the general meeting of shareholders to nominate Ms. Wan Qing as the candidate for director. After verification, the qualification and nomination procedure of this by election of directors of century Ginwa Enterprise (Group) Inc(600080) Co., Ltd. are legal and effective.
(II) voting procedures of the general meeting of shareholders
The general meeting of shareholders adopted on-site open voting and online voting to vote on the above proposals. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm. Shareholders participating in online voting shall pass the trading system of Shanghai Stock Exchange within the specified online voting time
Address: 12 / F, No. 113, North Chang'an Road, Xi'an city telephone: + 86-2987541009
And online voting system.
After the on-site voting, the company provided the Shanghai Stock Exchange Information Network Co., Ltd. with the voting results of the on-site voting of the meeting, and the Shanghai Stock Exchange Information Network Co., Ltd. consolidated the voting results of the on-site voting and online voting of the general meeting of shareholders.
(III) voting results of the general meeting of shareholders
The voting of the proposals considered at the general meeting of shareholders is as follows:
1. Voting on the amendment to the articles of Association
Agree against abstention
Proportion of votes (%)
104353,611 776271 30,000000 223165 75,600 0.0564
Among them, the voting situation of small and medium-sized investors is (the base is the total number of effective voting shares of small and medium-sized shareholders attending the general meeting):
Agree against abstention
Proportion of votes (%)
41,086632 998163 0 0.0000 75,600 0.1837
The approved shares of the proposal accounted for more than two-thirds of the total shares held by voting shareholders attending the general meeting of shareholders, and the proposal was passed.
2. Voting on the proposal on the replacement of supervisors and by election of supervisors proposed by shareholders
Agree against abstention
Proportion of votes (%)
134353,611 999437 0 0.0000 75,600 0.0563
Among them, the voting situation of small and medium-sized investors is (the base is the total number of effective voting shares of small and medium-sized shareholders attending the general meeting):
Agree against abstention
Proportion of votes (%)
41,086632 998163 0 0.0000 75,600 0.1837
The approved shares of the proposal account for 2.5% of the total shares held by voting shareholders attending the general meeting of shareholders
Address: 12 / F, No. 113, North Chang'an Road, Xi'an city telephone: + 86-2987541009
The motion was passed after more than one percent of the vote.
3. Voting on the proposal on the election of directors
(1) Voting on the election of Xing boyue as a director: the number of votes obtained was 72795208, accounting for 541513% of the effective voting rights at the meeting. Among them, the voting situation of small and medium-sized investors is: the number of votes obtained is 13158904, accounting for 319683% of the effective voting rights of small and medium-sized investors attending the meeting.
(2) Voting for the election of Wang Xing as a director: the number of votes obtained was 134484410, accounting for 1 Shenyang Machine Tool Co.Ltd(000410) % of the effective voting rights at the meeting. Among them, the voting situation of small and medium-sized investors is: the number of votes is 67,58
