Beijing Guofeng law firm
About Xinjiang International Industry Co.Ltd(000159)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Gflgz [2022] a0069
To: Xinjiang International Industry Co.Ltd(000159) (your company)
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of the China Securities Regulatory Commission, the measures for the Administration of law firms engaged in securities legal business (hereinafter referred to as the “measures for the administration of securities legal business”) and the relevant provisions of the articles of association of your company, The firm appoints lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this shareholders’ meeting of your company and issued legal opinions in accordance with the requirements of the rules of shareholders’ meeting; There are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of this general meeting of shareholders of your company. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this general meeting of shareholders of your company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 20 of the measures for the administration of securities legal business and Article 5 of the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts of the general meeting of shareholders of your company, and now issue the following legal opinions: I. convening of the general meeting of shareholders Convening procedure
It is verified that the shareholders’ meeting was convened by the board of directors of your company according to the decision of the sixth extraordinary meeting of the eighth board of directors held on February 21, 2022. The board of directors of your company has published in the securities times and cninfo on February 22, 2022 respectively（ http://www.cn.info.com.cn. ）Published the announcement on the resolution of the sixth extraordinary meeting of Xinjiang International Industry Co.Ltd(000159) the eighth board of directors and the notice of Xinjiang International Industry Co.Ltd(000159) on convening the second extraordinary general meeting of shareholders in 2022. The board of directors of your company has notified all shareholders in the form of announcement 15 days before the convening of the general meeting of shareholders.
The above announcement and notice set forth the time and place of the shareholders’ meeting (including the time of online voting and the online voting system adopted), the matters to be considered, and explained that shareholders have the right to attend and exercise their voting rights in person or by proxy, as well as the equity registration date of shareholders who have the right to attend the meeting, the registration method of shareholders attending the meeting Contact address and contact person of the company.
The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at the meeting place notified by the announcement at 14:30 p.m. on March 9, 2022. The online voting was provided by the trading system and Internet voting system of Shenzhen Stock Exchange entrusted by your company. Among them, The time for 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 9, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 9, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association, and are legal and effective.
2、 Qualifications of the convener and attendees of the general meeting of shareholders
Upon inspection, the sixth extraordinary meeting of the eighth board of directors of your company decided to convene this shareholders’ meeting and issued a notice. The convener of this shareholders’ meeting is the board of directors of your company.
The total number of shareholders and their proxies attending the meeting was 828881% of the total number of shares issued by shareholders and their proxies, accounting for 1098881% of the total number of shares issued by shareholders and their proxies; Upon inspection, the qualification of the above shareholders and their entrusted agents to attend the meeting is legal and valid; In addition to the shareholders and entrusted agents of your company, the other persons attending the meeting are the directors, supervisors, senior managers and lawyers of your company.
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. and after verification, 10 shareholders participated in the shareholders’ meeting through online voting, holding 327200 shares of your company, accounting for 0.0681% of the total shares of your company.
Accordingly, there are 11 shareholders and authorized agents attending the on-site meeting and voting effectively through online voting at the general meeting of shareholders of your company, representing 110036088 shares with voting rights, accounting for 228915% of the total shares of your company.
In conclusion, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association of your company, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
It is verified that the matters considered and voted at this shareholders’ meeting are the four proposals listed in your company’s announced meeting notice, and the shareholders and entrusted agents attending this shareholders’ meeting have not put forward new proposals. The resolutions of this shareholders’ meeting are as follows:
1. Deliberated and passed the proposal on Amending the articles of Association;
(agree to 109952388 shares, accounting for 999239% of the voting shares attending the meeting, oppose 78300 shares and abstain 5400 shares)
2. Deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders;
(agree to 109952388 shares, accounting for 999239% of the voting shares attending the meeting, oppose 78300 shares and abstain 5400 shares)
3. Deliberated and passed the proposal on Amending the rules of procedure of the board of directors;
(agree to 109952388 shares, accounting for 999239% of the voting shares attending the meeting, oppose 78300 shares and abstain 5400 shares)
4. Deliberated and passed the proposal on Amending the rules of procedure of the board of supervisors.
(agree to 109952388 shares, accounting for 999239% of the voting shares attending the meeting, oppose 78300 shares and abstain 5400 shares)
It is verified that the voting method of the on-site meeting of the general meeting of shareholders is registered. The online voting is carried out through the trading system of Shenzhen Stock Exchange and the Internet trading system, and the voting results are provided by Shenzhen Securities Information Co., Ltd. entrusted by your company. Among them, the first proposal is a special resolution, which was adopted by more than two-thirds of the shares present at the meeting. After the above voting, your company counted, counted and announced the voting results on the spot.
The minutes of the shareholders’ meeting shall be signed by the chairman, directors, supervisors and Secretary of the board of directors of your company attending the shareholders’ meeting, and the resolutions of the meeting shall be signed by the directors of your company attending the shareholders’ meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of association of your company, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders, the qualifications of the convener and attendees of this general meeting of shareholders, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company, which are legal and effective. This legal opinion is made in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the second extraordinary general meeting of shareholders in Xinjiang International Industry Co.Ltd(000159) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Zhu Ming
Jiang Li
March 9, 2022
