Beijing Jindu (Suzhou) law firm
About Jiangsu Eastern Shenghong Co.Ltd(000301)
The third extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jiangsu Eastern Shenghong Co.Ltd(000301)
Beijing Jindu (Suzhou) law firm (hereinafter referred to as the firm) is entrusted by Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) Within the territory of the people’s Republic of China (hereinafter referred to as the territory of China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion), such as the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) According to the current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the current effective articles of association, lawyers were appointed to attend the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on March 16, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed by the Institute witnessed the shareholders’ meeting through video.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The current effective Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association of the company (hereinafter referred to as the articles of association);
2. The company published the announcement on the resolution of the 44th meeting of the 8th board of directors of Jiangsu Jiangsu Eastern Shenghong Co.Ltd(000301) Co., Ltd. on the website of Shenzhen Stock Exchange on March 1, 2022;
3. The notice of Jiangsu Jiangsu Eastern Shenghong Co.Ltd(000301) Co., Ltd. on convening the third extraordinary general meeting in 2022 (hereinafter referred to as the notice of the general meeting) published on the website of Shenzhen Stock Exchange on March 1, 2022;
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and voucher materials of shareholders, directors, supervisors and senior managers attending and attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by the company;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The legal notice of this meeting shall be submitted together with other legal documents of this meeting. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
According to the requirements of relevant laws and regulations, the lawyers of the firm witnessed the shareholders’ meeting in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed by the Institute witnessed the general meeting of shareholders through video.
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On February 28, 2022, the company held the 44th meeting of the eighth board of directors, deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022, and decided to convene the third extraordinary general meeting of shareholders in 2022 on March 16, 2022.
On March 1, 2022, the company published the notice of the general meeting of shareholders in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Wednesday, March 16, 2022 in the conference room on the seventh floor of the company, No. 73, market East Road, Shengze Town, Wujiang District, Suzhou City, Jiangsu Province. The on-site meeting was presided over by Mr. Miao Hangen, chairman of the company.
3. The time for online voting through the trading system and Internet voting system of Shenzhen stock exchange is March 16, 2022. Among them, the voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 16, 2022; Through the Internet voting system, the voting time is 9:15-15:00 on March 16, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate of legal person shareholders attending the general meeting of shareholders, the certificate or power of attorney of legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of natural person shareholders attending the general meeting of shareholders, It is confirmed that there are 9 shareholders and shareholder agents attending the company’s general meeting, representing 4266781518 shares, accounting for 717528% of the total shares of the company.
According to the online voting results of the general meeting of shareholders provided to the company by Shenzhen Securities Information Co., Ltd., a total of 36 shareholders 1 participated in the online voting of the general meeting of shareholders, representing 570698340 shares, accounting for 9.5972% of the total shares of the company;
Among them, there are 40 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 307169211 shares, accounting for 5.1655% of the total shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 45, with 4837479858 representative shares, accounting for 813500% of the total shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the on-site meeting of the general meeting of shareholders on site or by video also included some directors, supervisors, Secretary of the board of directors and lawyers of the firm, and other senior managers of the company attended the on-site meeting of the general meeting of shareholders on site or by video.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the personnel attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting. 1. Including the unified voting subject of Shanghai Hong Kong stock connect.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on changing the company’s business scope and amending the articles of association are as follows: 4836803958 shares were agreed, accounting for 999860% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 674900 shares, accounting for 0.0140% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 1000 shares, accounting for 0.0000% of the total number of valid voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 306493311 shares, accounting for 997800% of the total number of valid voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 674900 shares, accounting for 0.2197% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 1000 shares, accounting for 0.0003% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the effective voting rights held by the shareholders and their agents attending the general meeting of shareholders.
2. The voting results of the proposal on changing the registered capital of the company and amending the articles of association are as follows: 4836803558 shares were agreed, accounting for 999860% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 676300 shares, accounting for 0.0140% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 306492911 shares, accounting for 997798% of the total number of valid voting shares of small and medium-sized investors and their agents attending the meeting; Against 676300 shares, accounting for 0.2202% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the effective voting rights held by the shareholders and their agents attending the general meeting of shareholders.
3. The voting results of the proposal on nominating candidates for independent directors of the company are as follows:
4835287139 shares were approved, accounting for 999547% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 2192719 opposed shares, accounting for 0.0453% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 304976492 shares, accounting for 992862% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 2192719 opposed shares, accounting for 0.7138% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
According to the voting results, Xu Jinye was elected as an independent director of the eighth board of directors of the company. His term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the eighth board of directors.
4. The voting results of the proposal on confirming daily connected transactions in 2021 and expected daily connected transactions in 2022 are as follows:
622228664 shares were approved, accounting for 998915% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 675900 shares, accounting for 0.1085% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Waiver 0
