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About Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) 2021
Legal opinion of the third extraordinary general meeting of shareholders
Kangda guhui Zi [2021] No. 0673 to: Pangang Group Vanadium Titanium & Resources Co.Ltd(000629)
Beijing Kangda (Chengdu) law firm (hereinafter referred to as "the firm") is entrusted by Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) (hereinafter referred to as " Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) ") to appoint lawyer Zhou Jian Lawyer Ye lisen (hereinafter referred to as "our lawyer" or "handling lawyer") witnessed the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "this general meeting of shareholders") held by Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) on December 31, 2021. In accordance with the relevant provisions of 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 and the Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) articles of Association (hereinafter referred to as the "articles of association"), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm are responsible for the convening, convening and This legal opinion is issued for the qualification of attendees, the qualification of conveners, voting procedures, voting results and other related matters.
1、 Convening and convening of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) on December 14, 2021, the board of directors published information on the designated information disclosure media China Securities Journal, Shanghai Securities Journal, securities times and the information disclosure website of Shenzhen Stock Exchange（ http://www.cn.info.com..cn. ）The notice of Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the notice of convening the general meeting of shareholders) was published on the website, which listed the specific time, place and mode of convening the general meeting of shareholders, and explained that there were 11 proposals submitted to the general meeting for deliberation, including:
Proposal 1: proposal on Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) 2021 restricted stock incentive plan (second revision of the draft) and its summary;
Proposal 2: proposal on Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021;
Proposal 3: proposal on Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) equity incentive management measures (Second Revision);
Proposal 4: proposal on requesting Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the restricted stock incentive plan in 2021;
Proposal 5: proposal on by election of non independent directors of the eighth board of directors;
Proposal 6: proposal on by election of independent directors of the eighth board of directors;
Proposal 7: proposal on by election of shareholder representative supervisors of the eighth board of supervisors;
Proposal 8: proposal on Amending the articles of Association;
Proposal 9: proposal on the company's intention to sign the raw material supply agreement (2022-2024) with Angang Steel Company Limited(000898) ;
Proposal 10: proposal on the company's intention to sign procurement framework agreement (2022-2024) and sales framework agreement (2022-2024) with Pangang Group Co., Ltd;
Proposal 11: proposal on the company's intention to sign the financial service agreement (2022-2024) with Angang Group Finance Co., Ltd.
The above proposals were deliberated and adopted at Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the 20th, 22nd, 23rd and 24th meetings of the 8th board of directors and the 16th, 17th and 18th meetings of the 8th board of supervisors, and agreed to be submitted to the shareholders' meeting for deliberation.
（2） Convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:40 p.m. on December 31, 2021 in the multi-functional hall of Nanshan Hotel Conference Center, Panzhihua City, Sichuan Province. Mr. Xie Junyong, chairman of the company, presided over the meeting.
At the same time, online voting is provided for shareholders: the voting time 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; The time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on December 31, 2021.
Lawyers of the firm believe that the general meeting of shareholders is convened by the board of directors and is held by combining on-site meeting and online voting. The time and place of on-site meeting, online voting time and deliberation matters are completely consistent with the notice on convening general meeting of shareholders. Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
The shareholders' meeting was convened by the board of directors of Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) . There were 99 shareholders or shareholders' agents attending the on-site meeting of the shareholders' meeting, with 3604490095 representative shares, accounting for 41.9627% of the total shares of Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) , including 96 minority shareholders and 7913861 representative shares, accounting for 0.0921% of the total shares. According to the data provided by Shenzhen Securities Information Co., Ltd., 125 shareholders participated in the online voting of the general meeting of shareholders within the effective time, with 1525202836 representative shares, accounting for 17.7561% of the total shares, including 123 minority shareholders and 80871923 representative shares, accounting for 0.9415% of the total shares.
That is, 224 shareholders or shareholders' agents voted on the proposals submitted to the general meeting of shareholders through the Internet and on-site, 5129692931 shares representing Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) , accounting for 59.7188% of the total shares, including 219 minority shareholders, 88785784 shares representing Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) , accounting for 1.0336% of the total shares of the listed company.
After verification, the shareholders attending the shareholders' meeting are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and own Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) shares after the closing of Shenzhen Stock Exchange on the equity registration date (December 24, 2021). The shareholder agents attending the on-site meeting of the shareholders' meeting have been effectively authorized.
Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) some directors, supervisors and the Secretary of the board of directors attended the shareholders' meeting, and the general manager and other senior managers attended the shareholders' meeting as nonvoting delegates.
The lawyers of the firm believe that the attendees and conveners of the general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the general meeting of shareholders voted item by item on the matters listed in the meeting notice by on-site open ballot and online voting, including: proposal 9, proposal 10 and proposal 11 are related transactions, and the related shareholders Anshan Iron and Steel Group Co., Ltd., Panzhihua Iron and Steel Group Co., Ltd., Panzhihua Iron and Steel Group Sichuan Great Wall Special Steel Co., Ltd Panzhihua Iron and Steel Group Chengdu Iron and Steel Co., Ltd. avoided voting according to law. Motion 1, motion 2, motion 3, motion 4 and motion 8 are special resolutions.
Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the general meeting of shareholders counted and monitored votes in accordance with the procedures specified in relevant laws and regulations and the articles of association. The meeting announced the voting status and results of each proposal on site, and announced that all proposals had been deliberated and adopted by the general meeting of shareholders according to the voting results.
Our lawyers believe that among the proposals submitted to the general meeting of shareholders for deliberation, proposal 1, proposal 2, proposal 3, proposal 4 and proposal 8 are special resolutions and have been approved by more than two-thirds of the effective voting rights attending the meeting, other proposals are ordinary resolutions, proposal 9, proposal 10 and proposal 11 are related party transactions, and related shareholders avoid voting according to law, Motion 5, motion 6, motion 7, motion 9, motion 10 and motion 11 have been approved by more than half of the effective voting rights participating in the meeting, and the votes of small and medium-sized investors are counted separately for all motions. The voting procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, the qualifications of participants and conveners are legal and valid, and the voting procedures and voting results of the meeting are legal and valid.
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(this page is the signature and seal page of the legal opinion on Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) the third extraordinary general meeting of shareholders in 2021 issued by Beijing Kangda (Chengdu) law firm. There is no text on this page and below.) Beijing Kangda (Chengdu) law firm
Unit leader: Jiang Hua handling lawyer: ye lisen
Zhou Jian
December 31, 2001
