Beijing Zhonglun law firm
About Xinxing Ductile Iron Pipes Co.Ltd(000778)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Xinxing Ductile Iron Pipes Co.Ltd(000778)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Xinxing Ductile Iron Pipes Co.Ltd(000778)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") accepts the entrustment of Xinxing Ductile Iron Pipes Co.Ltd(000778) (hereinafter referred to as "the company"), Appoint our lawyer to witness the legality of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") and issue the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Xinxing Ductile Iron Pipes Co.Ltd(000778) 2022 (hereinafter referred to as "the legal opinion").
The firm and its lawyers have strictly performed their statutory duties in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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 responsibilities.
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock exchange and other existing effective laws and regulations Normative documents and the provisions of the articles of association of Xinxing Ductile Iron Pipes Co.Ltd(000778) company (hereinafter referred to as the articles of association) and the rules of procedure of Xinxing Ductile Iron Pipes Co.Ltd(000778) shareholders' meeting (hereinafter referred to as the rules of procedure of shareholders' meeting).
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualification of attendees, the qualification of conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the articles of association and the rules of procedure of general meeting of shareholders, 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 the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions: I. the convening procedure of this shareholders' meeting
1. On February 11, 2022, the company held the ninth meeting of the ninth board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On February 14, 2022, the company published the notice of Xinxing Ductile Iron Pipes Co.Ltd(000778) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") on the information disclosure website cninfo.com and the media designated by the CSRC, which discussed the convener, time, method, equity registration date, participants, meeting place All shareholders were notified in the form of announcement of the matters considered at the meeting, the registration matters of the meeting, the specific operation process of participating in online voting, the contact information of the meeting and other matters. The publication date of the notice of meeting is 15 days from the convening date of the general meeting of shareholders.
After verification, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of Association and the rules of procedure of shareholders' meeting. 2、 Convening procedures of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting 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 of the company in plant 2672, Wu'an city, Hebei Province.
3. The online voting time of this shareholders' meeting is: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 16, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on March 16, 2022.
The method, time and place of the general meeting of shareholders are in line with the contents of the notice of meeting.
After verification, our lawyers believe that the convening of this shareholders' meeting complies with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of shareholders' meeting. 3、 Qualification of attendees and conveners of the general meeting of shareholders
1. According to the inspection, there are 31 shareholders and shareholders' agents attending the general meeting of shareholders of the company, with 1692453427 representative shares, accounting for 424080% of the total voting shares of the company. They are all registered shareholders on the equity registration date.
(1) According to the verification of our lawyers, there were 6 shareholders and shareholders' agents present at the shareholders' meeting, representing 1595968117 shares, accounting for 399904% of the total voting shares of the company. The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders' agents attending the meeting and the relevant information of shareholders' registration are legal and valid.
(2) According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, 25 shareholders and shareholders' agents voted through the online voting system during the online voting time, representing a total of 96485310 shares, accounting for 2.4176% of the total voting shares of the company. The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting.
2. Some directors, supervisors and other senior managers of the company attended and attended the shareholders' meeting as nonvoting delegates. Lawyers of the firm witnessed the shareholders' meeting via video.
3. The convener of this shareholders' meeting is the 9th board of directors of the company.
Our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders 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
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the proposals of the general meeting of shareholders by open ballot, and conducted vote monitoring, vote inspection and vote counting in accordance with the provisions of the articles of association. The shareholders and shareholders' agents attending the meeting did not raise objections to the voting results, and announced the on-site voting results on the spot. The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
According to the company's consolidated statistics of the voting results of on-site voting and online voting, the following proposals were considered and adopted at the general meeting of shareholders:
1. Proposal on repurchase and cancellation of some restricted shares
Total voting:
1692318154 shares were approved, accounting for 999920% of the shares held by all shareholders attending the meeting; 129173 shares opposed, accounting for 0.0076% of the shares held by all shareholders attending the meeting; 6100 shares were abstained, accounting for 0.0004% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
96516704 shares were approved, accounting for 998600% of the shares held by minority shareholders attending the meeting; 129173 shares opposed, accounting for 0.1336% of the shares held by minority shareholders attending the meeting; 6100 shares were abstained, accounting for 0.0063% of the shares held by minority shareholders attending the meeting.
2. Proposal on Amending the articles of Association
Total voting:
1692158854 shares were approved, accounting for 999826% of the shares held by all shareholders attending the meeting; 138073 opposed shares, accounting for 0.0082% of the shares held by all shareholders attending the meeting; 156500 shares were waived, accounting for 0.0092% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
96357404 shares were approved, accounting for 996952% of the shares held by minority shareholders attending the meeting; 138073 shares were opposed, accounting for 0.1429% of the shares held by minority shareholders attending the meeting; 156500 shares were abstained, accounting for 0.1619% of the shares held by minority shareholders attending the meeting.
After verification, our lawyers believe 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 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. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The qualifications of the attendants and conveners of the general meeting of shareholders are in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
The original of this legal opinion is in duplicate, which will come into force after being signed and sealed by the lawyer of this office.
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