Notice of Shanghai Pudong law firm on the tenth extraordinary general meeting of shareholders in Xinjiang Zhongtai Chenical Co.Ltd(002092) 2001
Legal opinion
Shanghai, China
710 Dongfang Road, Pudong New Area
6 / F, Tomson International Finance Building postcode: 200122 Tel: (021) 58204822 Fax: (021) 58203032
710 Dong Fang Road, 6th floor, Toms on financial building, 6 / F, 710 Dongfang Road, Pudong, Shanghai
Post code: 200122shanghai 200122p R. China Tel: 86-21-58204822tel.: 86-21-58204822
Fax: 86-21-58203032
86-21-58203032
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Legal opinion of the 10th extraordinary general meeting of shareholders in 2001
Shanghai Pudong law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) to witness the tenth extraordinary general meeting of shareholders held by the company on December 31, 2021. The lawyer of the firm issues this legal opinion in accordance with the company law of the people’s Republic of China and the articles of association.
In order to issue this legal opinion, our lawyers reviewed the relevant documents of the shareholders’ meeting provided by the company; Participated in the whole process of the on-site meeting of the company’s general meeting of shareholders and verified the qualifications of the participants; Heard all the proposals of the general meeting of shareholders; And supervised the deliberation and voting of the above proposals.
The lawyer of the firm agrees to take this legal opinion as a necessary document for the company’s general meeting of shareholders, and shall be responsible for the legal opinion issued by him according to law.
Now, our lawyers only express the following legal opinions on the convening, convening procedures, qualification of participants and the authenticity, integrity, legality and effectiveness of the voting procedures of the general meeting:
I Convening and convening procedures of the general meeting of shareholders
1. The 31st session of the 7th board of directors of the company decided to convene the shareholders’ meeting on December 15, 2021, and on December 16, 2021, the company published in the securities times, China Securities News, Shanghai Securities News and other designated newspapers and websites and cninfo.com（ http://www.cn.info.com..cn. ）The announcement Xinjiang Zhongtai Chenical Co.Ltd(002092) on the notice of convening the 10th extraordinary general meeting of shareholders in 2021 was issued, which listed all topics considered by the general meeting, as well as the time, place, contact person, power of attorney of shareholders, etc.
2. On December 20, 2021, the 32nd session of the seventh session of the board of directors of the company passed a resolution on the company’s provision of guarantee and related party transactions for Shanghai Zhongtai Duojing International Trade Co., Ltd., and on December 21, 2021, it was published in the securities times, China Securities Journal, Shanghai Securities News and other designated newspapers and cninfo.com（ http://www.cn.info.com..cn. ）The Xinjiang Zhongtai Chenical Co.Ltd(002092) announcement on the addition of interim proposals and supplementary notice of the tenth extraordinary general meeting of shareholders in 2021 was issued, which listed all topics considered by the general meeting, as well as the time, place, contact person, power of attorney of shareholders, etc.
3. The shareholders’ meeting is held by combining on-site voting and online voting. The shareholders’ meeting was held on schedule according to the above announcement. Ms. Yang Jianghong, the chairman of the board, presided over the meeting online by video due to the epidemic and reported all the proposals of the meeting in turn.
4. The time of online voting is December 31, 2021. Among them, the specific time of 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 December 31, 2021; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on December 31, 2021 to 15:00 p.m. on December 31, 2021.
The equity registration date of this meeting is Monday, December 27, 2021.
Therefore, the convening and convening of this general meeting of shareholders comply with the company law and other laws and regulations, the articles of association, as well as the procedures specified in the normative documents such as the CSRC and the stock exchange.
II Legality and validity of qualification of participants
Due to the impact of the New Coronavirus epidemic, restrictions on the flow of personnel and concentration, the shareholders and shareholders’ representatives, some directors, supervisors and senior managers who were unable to meet the company at the scene were invited to attend the meeting via WeChat video. Our lawyers believe that the above-mentioned persons who participate in the meeting or attend the meeting as nonvoting delegates through wechat video are deemed to participate in the on-site meeting. The verification is as follows:
1. Shareholders and entrusted agents attending the on-site meeting
After verification by the lawyers of the firm, the shareholders and entrusted agents attending the on-site meeting shall prove their attendance qualifications with the power of attorney, agent identity certificate, etc. Therefore, the qualification of shareholders and entrusted agents attending this on-site meeting is legal and effective.
2. Other personnel attending the on-site meeting as nonvoting delegates
Verified by our lawyers, other personnel attending the on-site meeting are some directors, supervisors, Secretary of the board of directors, senior managers and witness lawyers of the company. All the above persons are qualified to attend the general meeting of shareholders.
3. Online voting matters the company entrusts Shenzhen Securities Information Co., Ltd. to make statistics according to the regulations of Shenzhen Stock Exchange and online voting.
III Voting procedures of the general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders shall be voted by shareholders attending the on-site meeting and entrusted agents. According to the verification of our lawyers, 5 shareholders (or shareholder representatives) attended the on-site meeting, and 559830236 shares held voting rights, accounting for 21.7347% of the total shares of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd., 296 shareholders voted online, and the number of voting shares was 355447592, accounting for 13.7998% of the total shares of the company. In conclusion, according to the consolidated statistics, the number of voting shares attending the general meeting of shareholders (including on-site meeting and online voting) is 915277828, accounting for 35.5346% of the total shares of the company.
2. The following proposals were considered at the shareholders’ meeting:
2.1 review the proposal on the company’s guarantee for related parties;
2.2 review the proposal on the application for financing by the company’s subsidiaries and the company’s guarantee:
2.2.1 alar Zhongtai Textile Technology Co., Ltd. applies to Xinjiang Aksu Rural Commercial Bank Co., Ltd. for bank acceptance bill and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.2.2 Xinjiang Shengxiong chlor alkali Co., Ltd. applies to Shanghai SITUO Financial Leasing Co., Ltd. for sale and leaseback business and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.2.3 Xinjiang Zhongtai Henghui medical and sanitary materials Co., Ltd. applies for working capital loan from China Construction Bank Corporation(601939) Bazhou branch and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee; 2.3 review the proposal on the company’s provision of guarantee and related party transactions for Shanghai Zhongtai Duojing International Trade Co., Ltd.
3. The above proposal 2.1 is a special resolution and involves related party transactions, and the related party Xinjiang Zhongtai (Group) avoids voting. After voting, 349879783 shares were approved, accounting for 96.6463% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting of minority shareholders attending the general meeting of shareholders is 142574011 shares, accounting for 92.1526% of the total voting shares of minority shareholders attending the general meeting of shareholders; 12098009 opposed shares, accounting for 7.8195% of the total voting shares of minority shareholders attending the general meeting of shareholders; 43067 shares abstained (including 11500 shares abstained by default due to non voting), accounting for 0.0278% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.1 was adopted by the shareholders’ meeting.
4. The above-mentioned items of 2.2 are voted one by one, which are special resolutions. The voting is as follows:
4.1 for the above proposal 2.2.1, 903242419 shares were voted, accounting for 98.6851% of the total voting shares attending the shareholders’ meeting, exceeding two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 142679678 agreed shares, accounting for 92.2209% of the total voting shares of minority shareholders attending the general meeting of shareholders; 12012909 opposed shares, accounting for 7.7645% of the total voting shares of minority shareholders attending the general meeting of shareholders; 22500 shares abstained (including 20500 shares abstained by default due to non voting), accounting for 0.0145% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2.1 was adopted by the shareholders’ meeting. 4.2 for the above proposal 2.2.2, 903294952 shares were voted, accounting for 98.6908% of the total voting shares attending the general meeting of shareholders, more than two-thirds of the total voting shares attending the general meeting of shareholders; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 142732211 agreed shares, accounting for 92.2549% of the total voting shares of minority shareholders attending the general meeting of shareholders; 11790476 opposed shares, accounting for 7.6208% of the total voting shares of minority shareholders attending the general meeting of shareholders; 192400 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.1244% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2.2 was adopted by the shareholders’ meeting.
4.3 for the above proposal 2.2.3, 903295752 shares were voted, accounting for 98.6909% of the total voting shares attending the shareholders’ meeting, exceeding two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 142733011 agreed shares, accounting for 92.2554% of the total voting shares of minority shareholders attending the general meeting of shareholders; 11884276 opposed shares, accounting for 7.6814% of the total voting shares of minority shareholders attending the general meeting of shareholders; 97800 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0632% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2.3 was adopted by the shareholders’ meeting.
5. The above proposal 2.3 is a special resolution and involves related party transactions. The related parties Xinjiang Zhongtai (Group) Co., Ltd., Urumqi huanpeng Co., Ltd. and Xinjiang Zhongtai International Supply Chain Management Co., Ltd. avoided voting. After voting, 349635583 shares were approved, accounting for 96.5789% of the total voting shares attending the shareholders’ meeting, exceeding two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 142329811 agreed shares, accounting for 91.9948% of the total voting shares of minority shareholders attending the general meeting of shareholders; 12383276 opposed shares, accounting for 8.0039% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2000 shares were abstained (among which 0 shares were abstained by default due to non voting), accounting for 0.0013% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.3 was adopted by the shareholders’ meeting.
6. There is no new proposal at this shareholders’ meeting.
Our lawyers believe that all the proposals of the general meeting of shareholders have been passed, and the voting procedures and voting results of the general meeting comply with the provisions of the articles of association, the company law, laws, regulations and normative documents such as CSRC and stock exchange.
IV Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the tenth extraordinary general meeting of shareholders of the company in 2001, the qualifications of personnel attending the on-site meeting, the voting procedures and voting results of the on-site meeting and online voting are true, legal and effective, and comply with the provisions of the company law, the articles of association and other laws and regulations and relevant normative documents.
