Guangdong Junxin law firm
About Gem Co.Ltd(002340)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Entrusted by Gem Co.Ltd(002340) (hereinafter referred to as ” Gem Co.Ltd(002340) “), Guangdong Junxin law firm appointed lawyer Deng Jie and Lawyer Chen Xiaoxuan (hereinafter referred to as “the lawyer”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) held by Gem Co.Ltd(002340) on March 11, 2022, 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 for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and Gem Co.Ltd(002340) the articles of association Issue legal opinions on the qualification of attendees, the qualification of conveners, voting procedures, voting results and other matters.
In accordance with the requirements of 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, the lawyer hereby gives the following legal opinions on the relevant matters of the general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
(I) Gem Co.Ltd(002340) the board of directors published the notice of Gem Co.Ltd(002340) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the notice of the general meeting of shareholders”) and the notice of Gem Co.Ltd(002340) on changing the venue of the first extraordinary general meeting of shareholders in 2022 on February 18, 2022 and March 8, 2022 respectively, Within the statutory time limit, the time and place of the general meeting of shareholders, the deliberation proposals of the meeting, the participants of the meeting, the registration measures of the meeting and other relevant matters were announced.
(II) the on-site meeting of the general meeting of shareholders was held on March 11, 2022 in the conference room of Gem Co.Ltd(002340) (Jiangsu) cobalt Industry Co., Ltd., No. 8, Binjiang North Road, Taixing Economic Development Zone, Taixing City, Taizhou City, Jiangsu Province. The general meeting of shareholders was presided over by Chairman Xu Kaihua and deliberated on the deliberation matters listed in the notice of general meeting of shareholders.
(III) the shareholders’ meeting has completed online voting within the time specified in the notice of shareholders’ meeting.
The lawyer believes that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and Gem Co.Ltd(002340) the articles of association.
2、 The qualifications of the convener and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of Gem Co.Ltd(002340) company.
(II) a total of 223 shareholders (including shareholders’ proxies, the same below) participated in the on-site meeting and online voting of the general meeting of shareholders, representing 673653961 shares with voting rights, accounting for 140828% of the total number of Gem Co.Ltd(002340) shares. Of which:
1. A total of 16 shareholders participated in the on-site meeting of the general meeting of shareholders, all of whom were Gem Co.Ltd(002340) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on the afternoon of March 4, 2022 and went through the registration procedures for attending the meeting. The number of voting shares represented by the above shareholders is 465113158, accounting for 9.7232% of the total number of Gem Co.Ltd(002340) shares.
2. According to the statistical results of online voting, 207 shareholders participated in the voting within the online voting time specified in the notice of the general meeting of shareholders, and the number of voting shares represented was 208540803 shares, accounting for 4.3596% of the total number of Gem Co.Ltd(002340) shares.
(III) Gem Co.Ltd(002340) some directors, some supervisors and the Secretary of the board of directors attended the shareholders’ meeting, and some other senior managers attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The lawyer believes that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and Gem Co.Ltd(002340) the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting voted on the matters listed in the notice of shareholders’ meeting by means of on-site open voting and online voting.
(II) the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of general meeting of shareholders by open ballot, and the on-site voting results were produced by counting and counting the votes by the vote counter under the supervision of the vote supervisor; Combined with the online voting statistical results of this shareholders’ meeting, the voting results of this shareholders’ meeting were announced.
(III) the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on Amending the articles of association was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 62 Suzhou Xingye Materials Technology Co.Ltd(603928) 7 shares in favor, 47612374 against and 2300 abstentions. The number of shares in favor, opposition and waiver accounted for 929319%, 7.0678% and 0.0003% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
2. The proposal on the application for bank credit by the company and its subsidiaries was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 668710181 shares in favor, 4942680 shares against and 1100 shares abstaining. The number of shares in favor, against and abstaining accounted for 992661%, 0.7337% and 0.0002% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
3. The proposal on the company providing guarantee for subordinate companies to apply for bank credit was deliberated and adopted. According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 622383166 shares in favor, 51269695 against and 1100 abstentions. The number of shares in favor, opposition and abstention accounted for 923892%, 7.6107% and 0.0002% of the total effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
4. The proposal on the application for bank credit by the subsidiary Gem Co.Ltd(002340) Hong Kong and the guarantee provided by the company and its subsidiary Jingmen Gem Co.Ltd(002340) was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 622616166 shares in favor, 51036695 against and 1100 abstentions. The number of shares in favor, opposition and abstention accounted for 924237%, 7.5761% and 0.0002% of the total effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
5. The proposal on daily connected transactions expected in 2022 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 669415781 shares in favor, 1922480 against and 2000 abstentions. The number of shares in favor, opposition and waiver accounted for 997133%, 0.2864% and 0.0003% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively. Related shareholders avoided voting on the proposal. 6. The proposal on purchasing directors, supervisors and senior managers’ liability insurance was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 208062443 shares in favor, 2247830 against and 457584 abstentions. The number of shares in favor, opposition and abstention accounted for 987164%, 1.0665% and 0.2171% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively. Related shareholders avoided voting on the proposal.
7. The proposal on the election of non independent directors of the sixth board of directors was deliberated and adopted.
This proposal applies to the cumulative voting system. After the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the shareholders’ meeting passed the deliberation item by item, and Xu Kaihua, Wang Min, Zhou Bo and Wei Wei were elected as non independent directors of Gem Co.Ltd(002340) the sixth board of directors.
The number of affirmative shares obtained by the above directors exceeds one-half of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
8. The proposal on the election of independent directors of the sixth board of directors was deliberated and adopted.
This proposal applies to the cumulative voting system. After combining the voting results of on-site voting and online voting, Pan Feng and Liu Zhonghua were elected as independent directors of Gem Co.Ltd(002340) the sixth board of directors through item by item deliberation by the shareholders participating in the general meeting of shareholders.
The number of affirmative shares obtained by the above directors exceeds one-half of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
9. The proposal on the general election of the board of supervisors of the company was deliberated and adopted.
This proposal applies to the cumulative voting system. After the combined statistics of the voting results of on-site voting and online voting, song Wanxiang, Wu Guangyuan and Chen binzhang were elected as the supervisors of Gem Co.Ltd(002340) the sixth board of supervisors through item by item deliberation of the shareholders participating in the general meeting of shareholders.
The number of affirmative shares obtained by the above supervisors exceeds one-half of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
The lawyer believes that the deliberations of this shareholders’ meeting are consistent with those announced in the notice of shareholders’ meeting. The voting procedures and results of this shareholders’ meeting comply with the relevant provisions of the company law, the securities law, the rules of shareholders’ meeting and Gem Co.Ltd(002340) the articles of association, and are legal and effective.
4、 Concluding observations
The lawyer believes that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and Gem Co.Ltd(002340) the articles of association. The qualifications of the participants and the convener of the general meeting of shareholders are legal and effective, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Junxin law firm on the first extraordinary general meeting of shareholders in Gem Co.Ltd(002340) 2022.)
Lawyer of Guangdong Junxin law firm: Deng Jie
Person in charge: Xing Zhiqiang
Chen Xiaoxuan, Guangzhou, China
March 11, 2002
