Ningxia Xingye law firm
About Baota Industry Co.Ltd(000595)
Of the third extraordinary general meeting of shareholders in 2021
Legal opinion
Address: 11th floor, Ningxia Building Materials Group Co.Ltd(600449) building, No. 219, Guangchang East Road, Jinfeng District, Yinchuan, Ningxia
Tel: (0951) 5677929 email: [email protected].
Website: www.xingyelawyers.com com.
December, 2001
Ningxia Xingye law firm
About Baota Industry Co.Ltd(000595)
Of the third extraordinary general meeting of shareholders in 2021
Legal opinion
Xyflyjs [2021] No. 435
To: Baota Industry Co.Ltd(000595)
Ningxia Xingye law firm (hereinafter referred to as "the firm") is entrusted by Baota Industry Co.Ltd(000595) (hereinafter referred to as "the company") to appoint Du Tao, the lawyer of the firm Ma Xuefang attended the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the meeting") held by the company at 15:00 on December 31, 2021 in conference room 3 (Room 408), office building of the company's new area, No. 388 Liupanshan Road, Xixia District, Yinchuan City, Ningxia, and verified the documents and facts provided by the company related to the meeting, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other current Chinese laws, administrative regulations and other normative documents, as well as the Baota Industry Co.Ltd(000595) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued on the convening, convening, qualification of attendees, deliberation matters, voting procedures and other related matters of the general meeting of shareholders.
Our lawyers agree to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and holding of this meeting
1. Convening of this meeting
Address: floors 7, 8 and 11, building Ningxia Building Materials Group Co.Ltd(600449) , No. 219, East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 1 of 8
The meeting was convened by the board of directors of the company after being reviewed by the lawyers of the firm. The board of directors of the company sent the meeting notice by e-mail on December 10, 2021, held the 10th meeting of the ninth board of directors by on-site and communication on December 15, 2021, and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2021, On December 16, 2021, the notice of Baota Industry Co.Ltd(000595) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "Notice of the meeting") was published in the securities times, securities daily and cninfo.com, the designated media for information disclosure of the company. The notice of the meeting specifies the time, method, participants and place of the meeting The matters to be considered, the registration method for on-site shareholders' meeting, the specific operation process of participating in online voting, the voting method of the meeting, etc. are clearly stipulated. On December 23, 2021, the company issued the notice on correction of Baota Industry Co.Ltd(000595) notice on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "correction notice") on cninfo.com, which revised the types and voting methods of matters considered in the notice.
The lawyers of the firm believe that the meeting was convened by the board of directors of the company, and the notice of the meeting was issued in the form of announcement 15 days in advance. The contents and notification procedures of the meeting notice and the correction announcement comply with the current relevant laws, regulations, normative documents and the articles of association of China, and the meeting convening procedures and the qualification of the convener are legal and effective.
2. Convening of this meeting
According to the notice of the meeting, the equity registration date of this meeting is December 24, 2021, and the meeting date is December 31, 2021. The interval between the equity registration date and the meeting date shall not be more than 7 working days, which is in line with the provisions of the rules for the general meeting of shareholders of listed companies that the interval between the equity registration date and the meeting date shall not be more than 7 working days; The meeting was held on December 31, 2021 by combining on-site voting and online voting
Address: 7th, 8th and 11th floors of Ningxia Building Materials Group Co.Ltd(600449) building, 219 East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 2 of 8
15: At 00:00, the meeting was held at the place notified by the meeting. The meeting was presided over by Mr. Chen Zhilei, chairman of the company. The time and place of the on-site meeting were in accordance with the provisions of the meeting notice; The voting time of the meeting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 31, 2021, and the voting time through the Internet voting system is 9:15-15:00 on December 31, 2021.
Our lawyers believe that the convening of this meeting complies with the current relevant laws, regulations, normative documents and the articles of association of China, and the convening procedures of the meeting are legal and effective. 2、 Qualification of personnel attending the meeting
A total of [12] shareholders and shareholders' agents attended the meeting, representing [334294558] shares with effective voting rights, accounting for [29.3587]% of the total shares of the company. Among them, there are [4] shareholders and shareholders' agents who vote on site, and [334054758] shares representing effective voting rights, accounting for [29.3376] of the total shares of the company; There are [8] shareholders and shareholder agents voting through the Internet, representing [239800] shares with effective voting rights, accounting for [0.0211]% of the total shares of the company.
There are [10] minority shareholders and shareholders' proxies who vote on site and online, representing [269800] shares with effective voting rights, accounting for [0.0237]% of the total shares of the company. Minority shareholders refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
In addition to the shareholders or their proxies attending the meeting, the directors, supervisors and Secretary of the board of directors of the company attended the shareholders' meeting, and other senior managers and lawyers witnessed by the exchange attended the shareholders' meeting as nonvoting delegates.
Address: floors 7, 8 and 11, building Ningxia Building Materials Group Co.Ltd(600449) , No. 219, East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 3 of 8
Upon examination by lawyers of the exchange, the shareholders attending the on-site meeting of the meeting or their agents and the shareholders participating in the online voting of the meeting are the shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the transaction is completed at 15:00 p.m. on December 24, 2021, The shareholders attending the on-site meeting and participating in the online voting of the meeting have legal shareholder qualification, and the shareholder agent attending the on-site meeting has also obtained the legal and effective authorization of the entrusted shareholder.
Our lawyers believe that the qualifications of the participants in the on-site meeting and the online voting participants in the meeting comply with the current relevant laws, regulations, normative documents and the articles of association of China, and the qualifications of the participants and the online voting participants are legal and effective.
3、 Matters considered at this meeting
A total of 5 items were considered at this meeting, including the proposal on internal asset restructuring of the company and the proposal on amendment
<股东大会议事规则>
Proposal on amendment
<董事会议事规则>
Proposal on amendment
<监事会议事规则>
Proposal on
<董事、监事薪酬管理制度>
The motion of the.
After verification by our lawyers, the matters considered at this meeting are consistent with the provisions of the meeting notice, and the matters not listed in the meeting notice are not considered. The matters considered at the meeting comply with the provisions of China's current laws, regulations, normative documents and the articles of association.
4、 Voting methods, procedures and results of this meeting
The voting method of this meeting is a combination of on-site voting and online voting. Among them, the on-site meeting of this meeting voted by open ballot on the matters to be considered listed in the meeting notice, counted and monitored votes according to the specified procedures, and announced them on the spot
Address: floors 7, 8 and 11, building Ningxia Building Materials Group Co.Ltd(600449) , No. 219, East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 4 of 8
Voting results; The online voting of this meeting shall be conducted at the time specified in the meeting notice. The specific voting results are as follows:
1. The proposal on internal assets reorganization of the company was passed by vote. Agreed to [334294558] shares, accounting for [100] of the total number of valid voting shares attending the meeting; [0] dissenting shares, accounting for [0]% of the total number of valid voting shares attending the meeting; [0] shares abstained (among which [0] shares abstained by default due to non voting), accounting for [0]% of the total number of valid voting shares attending the meeting.
Among them, minority shareholders agreed to [269800] shares, accounting for [100]% of the total number of valid voting shares held by minority shareholders attending the meeting; [0] opposed shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares (including [0] shares by default due to non voting), accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. Revision of the
<股东大会议事规则>
The motion was passed by vote. Agreed to [334294558] shares, accounting for [100] of the total number of valid voting shares attending the meeting; [0] dissenting shares, accounting for [0]% of the total number of valid voting shares attending the meeting; [0] shares abstained (among which [0] shares abstained by default due to non voting), accounting for [0]% of the total number of valid voting shares attending the meeting.
Among them, minority shareholders agreed to [269800] shares, accounting for [100]% of the total number of valid voting shares held by minority shareholders attending the meeting; [0] opposed shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares (including [0] shares by default due to non voting), accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
Address: floors 7, 8 and 11, building Ningxia Building Materials Group Co.Ltd(600449) , No. 219, East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 5 of 8
3. Revision of the
<董事会议事规则>
The motion was passed by vote. Agreed to [334294558] shares, accounting for [100] of the total number of valid voting shares attending the meeting; [0] dissenting shares, accounting for [0]% of the total number of valid voting shares attending the meeting; [0] shares abstained (among which [0] shares abstained by default due to non voting), accounting for [0]% of the total number of valid voting shares attending the meeting.
Among them, minority shareholders agreed to [269800] shares, accounting for [100]% of the total number of valid voting shares held by minority shareholders attending the meeting; [0] opposed shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares (including [0] shares by default due to non voting), accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
4. Revision of the
<监事会议事规则>
The motion was passed by vote. Agreed to [334294558] shares, accounting for [100] of the total number of valid voting shares attending the meeting; [0] dissenting shares, accounting for [0]% of the total number of valid voting shares attending the meeting; [0] shares abstained (among which [0] shares abstained by default due to non voting), accounting for [0]% of the total number of valid voting shares attending the meeting.
Among them, minority shareholders agreed to [269800] shares, accounting for [100]% of the total number of valid voting shares held by minority shareholders attending the meeting; [0] opposed shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares (including [0] shares by default due to non voting), accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
5. About
<董事、监事薪酬管理制度>
The motion was passed by vote. Agreed to [334294558] shares, accounting for [100] of the total number of valid voting shares attending the meeting; [0] dissenting shares, accounting for [0]% of the total number of valid voting shares attending the meeting; waiver
Address: floors 7, 8 and 11, building Ningxia Building Materials Group Co.Ltd(600449) , No. 219, East Street, people's Square, Jinfeng District, Yinchuan City Tel: (0951) 6011966 page 6 of 8
[0] shares (including [0] shares abstained by default due to non voting), accounting for [0]% of the total number of valid voting shares attending the meeting.
Among them, minority shareholders agreed to [269800] shares, accounting for [100]% of the total number of valid voting shares held by minority shareholders attending the meeting; [0] opposed shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares (including [0] shares by default due to non voting), accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
The above proposals 1, 2, 3 and 4 discussed at this meeting are special resolutions, which are adopted with the consent of more than two-thirds of the total number of effective voting shares held by shareholders attending this meeting; Item 5 is an ordinary resolution, which is adopted with the consent of more than half of the total number of effective voting shares held by shareholders attending the meeting.
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