Beijing Zhonglun law firm
About North Industries Group Red Arrow Co.Ltd(000519)
The third extraordinary general meeting of shareholders in 2021
Legal opinion
December, 2001
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Beijing Zhonglun law firm
About North Industries Group Red Arrow Co.Ltd(000519)
The third extraordinary general meeting of shareholders in 2021
Legal opinion
To: North Industries Group Red Arrow Co.Ltd(000519)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as “the company”), appointed its lawyers to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the meeting”) and issued this legal opinion.
In order to issue this legal opinion, our lawyers attended the meeting and, 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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) In accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities legal business by law firms and the articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, we have consulted the documents that our lawyers consider necessary for issuing this legal opinion, Carefully checked the legitimacy and effectiveness of the convening and convening procedures of the meeting, the qualifications of participants, voting methods and voting procedures.
The company has assured the exchange that the documents and materials required for issuing this legal opinion are true, accurate, complete and free of major omissions.
Our lawyers agree to announce this legal opinion as a necessary legal document of this meeting, and bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and convening procedures of this meeting
1. After verification, the convening proposal of this meeting was voted and adopted at the 35th meeting of the 10th board of directors held on December 15, 2021.
2. On December 16, 2021, the company announced the notice of convening the meeting through the websites of Shenzhen Stock Exchange and cninfo. Com. On December 18, 2021, the company announced the correction of the notice of convening the meeting through the websites of Shenzhen Stock Exchange and cninfo. The above notice listed the time, place and method of the meeting Participants, meeting registration methods, shareholders’ voting methods and other matters have fully disclosed the issues to be considered at the meeting.
3. The company provides online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange at 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 31, 2021, and provides online voting platform to all shareholders at any time from 9:15 a.m. to 15:00 a.m. on December 31, 2021 through the Internet voting system of Shenzhen Stock Exchange.
4. At 14:30 on December 31, 2021, the on-site meeting of the meeting was held as scheduled, and Mr. Kou Junqiang, vice chairman of the company, presided over the meeting.
The lawyers of the firm believe that the convening, notice, method and procedure of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualifications of convener and attendees of the meeting
1. The convener of this meeting is the board of directors of the company.
2. After verification, there are 20 shareholders, shareholder representatives or entrusted agents attending the meeting, with 382765680 representative shares, accounting for 27.4865% of the total voting shares of the company.
(1) According to the register of shareholders of the company provided by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the afternoon of the equity registration date of the meeting (December 28, 2021), our lawyers reviewed the identity documents and authorization documents of shareholders, shareholder representatives or entrusted agents attending the on-site meeting of the meeting, It is confirmed that there are 9 shareholders, shareholder representatives and entrusted agents attending the meeting, with 354131698 representative shares, accounting for 25.4303% of the total voting shares of the company.
(2) The qualification of shareholders attending the meeting by online voting is verified by Shenzhen Securities Information Co., Ltd., the provider of online voting system. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 11 shareholders who vote effectively through online voting, representing 28633982 shares, accounting for 2.0562% of the total voting shares of the company.
3. Some directors of the company, the Secretary of the board of directors of the company and the lawyers of the firm attended the meeting, and some senior managers of the company attended the meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the convener and attendees of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Provisional proposals for this meeting
There is no provisional proposal at this meeting.
4、 Voting procedures and results of this meeting
The shareholders, shareholders’ representatives or entrusted agents attending the meeting reviewed the proposals listed in the notice of the meeting. After verification, the proposals considered at this meeting are consistent with those listed in the company’s notice on this meeting.
Shareholders, shareholders’ representatives or entrusted agents attending the meeting voted on the proposals listed in the notice of the meeting by on-site voting or online voting in accordance with the provisions of the company law and the articles of association. Among them, the on-site voting is conducted by open ballot. The vote teller and scrutineer elected by the meeting supervise, count and count the votes according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. The chairman of the meeting announced the on-site voting results on the spot, and the shareholders, shareholder representatives or entrusted agents attending the on-site meeting did not raise any objection to the on-site voting results; Shenzhen Securities Information Co., Ltd. provided the statistical table of online voting results of this meeting.
Upon witness, the lawyers of the firm confirmed that the following proposals were considered and adopted at the general meeting of shareholders:
1. Reviewed and adopted the revised
< North Industries Group Red Arrow Co.Ltd(000519) 章程>
Proposal for
Voting results: 360625835 shares were approved, accounting for 94.2158% of the valid voting shares of shareholders attending the meeting; 22139845 shares opposed, accounting for 5.7842% of the effective voting shares of shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of shareholders attending the meeting.
2. Reviewed and adopted the revised
<股东大会议事规则>
Proposal for
Voting results: 382759380 shares were approved, accounting for 99.9984% of the valid voting shares of shareholders attending the meeting; 6300 dissenting shares, accounting for 0.0016% of the effective voting shares of shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the effective voting shares of shareholders attending the meeting.
3. Reviewed and adopted the revised
<董事会议事规则>
Proposal for
Voting results: 382759380 shares were approved, accounting for 99.9984% of the valid voting shares of shareholders attending the meeting; 6300 dissenting shares, accounting for 0.0016% of the effective voting shares of shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of shareholders attending the meeting.
4. Reviewed and adopted the revised
<关联交易决策制度>
Proposal for
Voting results: 382759380 shares were approved, accounting for 99.9984% of the valid voting shares of shareholders attending the meeting; 6300 dissenting shares, accounting for 0.0016% of the effective voting shares of shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of shareholders attending the meeting.
5. Reviewed and adopted the revised
<累积投票实施制度>
Proposal for
Voting results: 382759380 shares were approved, accounting for 99.9984% of the valid voting shares of shareholders attending the meeting; 6300 dissenting shares, accounting for 0.0016% of the effective voting shares of shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of shareholders attending the meeting.
6. The proposal on the election of non independent directors by the board of directors was reviewed and adopted
6.1 proposal to elect Mr. Wei Jun as a non independent director of the company
Voting results: it was agreed that 380975190 shares, accounting for 99.5322% of the effective voting shares of shareholders attending the meeting, were elected.
6.2 proposal to elect Mr. Kou Junqiang as a non independent director of the company
Voting results: 380975189 shares were approved, accounting for 99.5322% of the effective voting shares of shareholders attending the meeting, and were elected.
6.3 proposal to elect Mr. Yang Shoujie as a non independent director of the company
Voting results: 380975189 shares were approved, accounting for 99.5322% of the effective voting shares of shareholders attending the meeting, and were elected.
6.4 proposal to elect Mr. Kou Wangxing as a non independent director of the company
Voting results: 380976300 shares were approved, accounting for 99.5325% of the effective voting shares of shareholders attending the meeting, and were elected.
6.5 proposal to elect Mr. Liu Zhonghui as a non independent director of the company
Voting results: 380975188 shares were approved, accounting for 99.5322% of the effective voting shares of shareholders attending the meeting, and were elected.
7. The proposal on the election of independent directors by the board of directors was deliberated and adopted
7.1 proposal to elect Ms. Dong min as an independent director of the company
Voting results: 382723384 shares were approved, accounting for 99.9890% of the effective voting shares of shareholders attending the meeting, and were elected.
7.2 proposal to elect Mr. Wu Zhong as an independent director of the company
Voting results: 382723382 shares were approved, accounting for 99.9890% of the effective voting shares of shareholders attending the meeting, and were elected.
7.3 proposal to elect Mr. Lu Wei as an independent director of the company
Voting results: 382723382 shares were approved, accounting for 99.9890% of the effective voting shares of shareholders attending the meeting, and were elected.
7.4 proposal to elect Mr. Wang Hongjun as an independent director of the company
Voting results: 382723383 shares were approved, accounting for 99.9890% of the effective voting shares of shareholders attending the meeting, and were elected.
Our lawyers believe that the proposals considered at this meeting have been effectively voted through; The voting procedures and results of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening, convening and voting procedures of the third extraordinary general meeting of shareholders in 2021 comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders and the articles of association, the convener and the participants have legal and effective qualifications, and the voting procedures and voting results of the meeting are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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