Hubei Puji law firm
Legal opinions on the third extraordinary general meeting of shareholders in Hubei Yihua Chemical Industry Co.Ltd(000422) 2022
Hubei Puji law firm
Address: 7th floor, Qinye business building, No. 7, Xiling 1st Road, Yichang City
Tel.: 07176444261
Hubei Puji law firm
About Hubei Yihua Chemical Industry Co.Ltd(000422)
Legal opinions of the third extraordinary general meeting of shareholders in 2022
To: Hubei Yihua Chemical Industry Co.Ltd(000422)
Entrusted by Hubei Yihua Chemical Industry Co.Ltd(000422) (hereinafter referred to as “the company”), Hubei Puji law firm (hereinafter referred to as “the firm”) appoints its lawyers to witness the legitimacy of the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
This legal opinion is issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the Hubei Yihua Chemical Industry Co.Ltd(000422) articles of Association (hereinafter referred to as the “articles of association”) Issued in accordance with the rules of procedure of Hubei Yihua Chemical Industry Co.Ltd(000422) general meeting of shareholders (hereinafter referred to as “rules of procedure of general meeting of shareholders”).
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 (for Trial Implementation), 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 and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out 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 this legal opinion, the lawyers of this firm only discuss whether the convening and convening procedures, the qualifications of the attendees, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association Express opinions in accordance with the rules of procedure of the general meeting of shareholders, and do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing this shareholders’ meeting of the company, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
The general meeting of shareholders was convened by Hubei Yihua Chemical Industry Co.Ltd(000422) board of directors. On February 23, 2022, the second meeting of the 10th board of directors of the company was held by means of communication voting. The meeting deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022, and agreed to convene this general meeting of shareholders to review relevant matters. It was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on February 24, 2022（ http://www.cn.info.com.cn. ）Disclosed the notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022019).
The lawyers of the firm believe that the time and method of the company issuing the notice of the general meeting of shareholders and the convening procedure of the company’s extraordinary general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other laws and regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Convening of this general meeting of shareholders
1. The shareholders’ meeting adopts the combination of on-site voting and online voting, and the equity registration date is March 7, 2022.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on March 11, 2022 in the conference room on the 26th floor, No. 52 Yanjiang Avenue, Yichang city.
3. The online voting of the general meeting of shareholders is conducted through the Internet voting system or trading system of Shenzhen Stock Exchange, including:
Voting time of Internet voting system: 9:15 a.m. on March 11, 2022 – 3:00 p.m. on March 11, 2022.
Voting time of trading system: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on March 11, 2022.
Our lawyers believe that the convening of this general meeting of shareholders is in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Attendance at the meeting
(I) attendance of shareholders and their representatives;
A total of 62 shareholders and authorized representatives of shareholders participated in the voting of the general meeting of shareholders, with 159502823 representative shares, accounting for 177646% of the total voting shares of the company.
Among them, there are 0 shareholders and authorized representatives of shareholders attending the on-site meeting, and the number of representative shares is 0, accounting for 0.0000% of the total voting shares of the company.
According to the data provided by the online voting group of Shenzhen Securities Information Co., Ltd., a total of 62 shareholders attended the meeting through online voting, representing 159502823 shares, accounting for 177646% of the total voting shares of the company.
Among the shareholders and authorized representatives of shareholders participating in the voting of the general meeting of shareholders, small and medium-sized investors (small and medium-sized investors refer to shareholders other than the following shareholders: 1. Directors, supervisors and senior managers of the listed company; 2. Shareholders who individually or jointly hold more than 5% of the shares of the listed company.) A total of 61, representing 6176634 shares, accounting for 0.6879% of the total voting shares of the company.
(II) the directors and supervisors of the company attended the meeting, and senior managers and lawyers of Hubei Puji law firm attended the meeting as nonvoting delegates.
Our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are legal and effective, and comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
1. The shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot, and counted and monitored the votes in accordance with the procedures specified in relevant laws and regulations and the articles of association.
2. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. shall provide the company with the statistics of the total number of online voting, and the company shall be responsible for its authenticity. 3. The voting results of on-site voting and online voting are combined in this general meeting of shareholders:
The matters deliberated at this general meeting of shareholders have been deliberated and approved at the second meeting of the 10th board of directors of the company, and relevant resolutions and announcements have been published in the media designated by the company. The matters deliberated at this general meeting of shareholders are legitimate and complete.
The general meeting of shareholders considered and adopted the following proposals by combining on-site voting and online voting:
The proposal on external guarantee was deliberated and adopted, including the following two sub proposals:
1. Provide guarantee of no more than 77.5 million yuan for the loan of 77.5 million yuan applied by Inner Mongolia Yihua to Agricultural Bank Of China Limited(601288) Wuhai Wuda sub branch.
Voting results: 158944352 shares were approved, accounting for 996499% of the valid voting shares held by shareholders attending the meeting; Against 557671 shares, accounting for 0.3496% of the valid voting shares held by shareholders attending the meeting; Abstain 800 shares (including 0 shares by default due to non voting), accounting for 0.0005% of the valid voting shares held by the shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 5618163 shares were agreed, accounting for 909583% of the valid voting shares held by small and medium-sized investors attending the meeting; Against 557671 shares, accounting for 9.0287% of the valid voting shares held by small and medium-sized investors attending the meeting; 800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0130% of the valid voting shares held by small and medium-sized investors attending the meeting.
2. For the 60 million yuan loan applied by Youyi new material to Yichang Chengdong sub branch of Bank of Hubei Co., Ltd., the guarantee guarantee is provided for the 20.4 million yuan loan according to the company’s shareholding ratio of Youyi new material, and the maximum equity pledge guarantee of 90 million yuan is provided for the 60 million yuan loan with 34% shares of Youyi new material held by the company.
Voting results: 158946252 shares were approved, accounting for 996511% of the valid voting shares held by shareholders attending the meeting; Against 555771 shares, accounting for 0.3484% of the valid voting shares held by the shareholders attending the meeting; Abstain 800 shares (including 0 shares by default due to non voting), accounting for 0.0005% of the valid voting shares held by the shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 5620063 shares were agreed, accounting for 909891% of the valid voting shares held by small and medium-sized investors attending the meeting; Against 555771 shares, accounting for 8.9980% of the valid voting shares held by small and medium-sized investors attending the meeting; 800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0130% of the valid voting shares held by small and medium-sized investors attending the meeting.
The above proposals were considered and adopted at the shareholders’ meeting.
The lawyer of the firm believes that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and other laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders, and the voting results are legal and effective.
This legal opinion is made in duplicate, which takes effect after being sealed by the office and signed by the handling lawyer. Hubei Puji law firm
Witness lawyers: Qin Xiaobing, Li Meng
Person in charge: Han qingkuo
March 11, 2002
