Guangdong Dongfang Kunlun law firm
KunLun LAW FIRM
Guangdong Dongfang Kunlun law firm
about
Dongjiang Environmental Company Limited(002672) the second extraordinary general meeting of shareholders in 2022
of
Lawyer witness legal opinion
Guangdong Dongfang Kunlun law firm
Address: 19th floor, China Mayor building, 189 Tianhe North Road, Guangzhou Post Code: 510620
Tel: 02087556180 Fax: 02087551834
Website: www.kunlunlaw.com com.
March, 2002
Guangdong Dongfang Kunlun law firm
Legal opinion witnessed by lawyers on the second extraordinary general meeting of shareholders in Dongjiang Environmental Company Limited(002672) 2022
(2022) Yue Kun FA FA Zi No. 442 to: Dongjiang Environmental Company Limited(002672)
Entrusted by Dongjiang Environmental Company Limited(002672) (hereinafter referred to as "the company"), Guangdong Dongfang Kunlun law firm (hereinafter referred to as "the firm") appoints a lawyer (hereinafter referred to as "the lawyer") to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on March 18, 2022, and in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The company law of the people's Republic of China (hereinafter referred to as the "company 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 the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws Administrative regulations, normative documents and the articles of association witnessed the shareholders' meeting and issued legal opinions.
In order to issue this legal opinion, the lawyers of the firm reviewed the following documents provided by the company: articles of association, announcement on the resolution of the 16th meeting of the Dongjiang Environmental Company Limited(002672) 7th board of directors, announcement on the resolution of the 17th meeting of the Dongjiang Environmental Company Limited(002672) 7th board of directors, notice on convening the second extraordinary general meeting in 2022, qualification of shareholders attending the general meeting, resolutions and records of the general meeting Documents such as voting votes and summary of the general meeting of shareholders.
The exchange assumes that the documents provided by the company are true, accurate, complete and valid. We only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and our understanding of China's current laws, regulations and normative documents. The exchange only expresses its opinions on the legality and compliance of the convener qualification, the qualification of participants, voting procedures and voting results of the general meeting of shareholders, and does not express its opinions on the authenticity and accuracy of the contents of the proposal considered by the general meeting of shareholders and the business matters related to the company in the proposal. This legal opinion is only for the purpose of witnessing the legality and compliance of relevant matters of this general meeting of shareholders. Without the written consent of the exchange, no one may use this legal opinion for any other purpose. The exchange agrees to take this legal opinion as the legal document of the announcement of the general meeting of shareholders and announce it together with other announcement documents of the company.
In order to contain the spread of New Coronavirus infection and restrict the flow and concentration of personnel, our lawyers attended the shareholders' meeting with remote video communication. On the basis of necessary verification work, according to the relevant laws and regulations and the relevant regulations of the articles of association, the lawyers provided documents related to the shareholders' meeting in accordance with the recognized business standards, moral standards and diligence and responsibility of the lawyers profession. Review, judge and witness the materials, and issue the witness legal opinions as follows:
1、 Convening and convening procedures of this general meeting of shareholders
On February 28, 2022, the 17th meeting of the seventh board of directors of the company deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022 on March 18, 2022. On March 1, 2022, the board of directors of the company issued the notice of Dongjiang Environmental Company Limited(002672) on convening the second extraordinary general meeting of shareholders in 2022 on the designated media.
After verification, the shareholders' meeting was decided to be held at the 17th meeting of the seventh board of directors in 2022, and the corresponding notice and announcement procedures were performed. The actual time, place and method of the shareholders' meeting and the proposals considered at the meeting are consistent with the announcement.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting was held at 15:00 p.m. on March 18, 2022 in the conference room on the 11th floor of Dongjiang Environmental Company Limited(002672) building, No. 9, Langshan Road, North District, science and Technology Park, Nanshan District, Shenzhen, Guangdong Province. The shareholders' meeting conducted online voting according to the notice time and procedures of the meeting. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on March 18, 2022.
Upon examination, the shareholders attending the on-site meeting of the general meeting of shareholders or their authorized agents are the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their authorized agents at the closing of the afternoon of March 14, 2022 (equity registration date). The total number of authorized shareholders or proxies attending the meeting is 27719, and the total number of authorized shareholders or proxies attending the meeting is 27713. According to the information of the company's on-site voting documents, the shareholders have the right to attend the meeting; A total of 3 shareholders participated in the meeting through online voting, representing 4161351 voting shares, accounting for 0.4733% of the total voting shares of the company.
As mentioned above, a total of 6 shareholders attended the general meeting, representing 212 Shanghai Hiuv New Materials Co.Ltd(688680) voting shares, accounting for 241893% of the total voting shares of the company. In addition to the ordinary shareholders holding shares of the company or their agents on the equity registration date, the personnel attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers and lawyers of the firm.
The qualification of H-share shareholders and their proxies attending the general meeting of shareholders of the company shall be recognized by Hong Kong Central Securities Registration Co., Ltd. The identity of shareholders who vote through the online voting system shall be verified by Shenzhen Stock Exchange, the provider of the online voting system. The exchange is unable to verify the qualification of shareholders who vote through the online voting system. On the premise that the above H-share shareholders and their proxy qualifications and the qualifications of shareholders participating in online voting comply with laws, administrative regulations and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are legal and valid.
Our lawyers believe that the convener of this general meeting of shareholders is the 7th board of directors of the company, and the convener's qualification is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
It was witnessed that the on-site voting of the general meeting of shareholders adopted the open ballot method to vote on the proposals to be considered in accordance with the voting procedures stipulated in laws, administrative regulations and the articles of association. The on-site meeting of the shareholders' meeting did not vote on matters not listed in the meeting notice. The shareholders attending the on-site voting of the general meeting of shareholders or their authorized agents have no objection to the on-site voting results. After review, the on-site voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and the articles of association, and the voting results are legal and valid.
The final voting result of this shareholders' meeting is made after the on-site voting result and online voting result are calculated according to the specified statistical method. The company made separate statistics on the small and medium-sized investors participating in the general meeting of shareholders (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company). According to the statistical data of on-site voting results and online voting results provided by the company, the lawyers of the firm confirm that the voting results of the general meeting of shareholders are as follows:
(I) deliberated and passed the proposal on the prediction of daily connected transactions in 2022.
The total number of valid voting shares of the proposal is 11720386. 11720386 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are:
11720386 shares were approved, accounting for 100% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting. (II) deliberated and passed the proposal on applying for bank comprehensive credit line in 2022.
The total number of valid voting shares of the proposal is 212 Shanghai Hiuv New Materials Co.Ltd(688680) . 212 Shanghai Hiuv New Materials Co.Ltd(688680) shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are:
11720386 shares were approved, accounting for 100% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association, the qualifications of the attendees and conveners of the company's general meeting of shareholders are legal and valid, and the voting procedures and voting results of the company's general meeting of shareholders are legal and valid.
This legal opinion is in duplicate, signed by the handling lawyer and sealed by the exchange.
(no text below)
(there is no text on this page, which is the signature page of legal opinion of Guangdong Dongfang Kunlun law firm on lawyer's witness to the second extraordinary general meeting of shareholders in Dongjiang Environmental Company Limited(002672) 2022) handling lawyer:
Xie Zhensheng, ye Shiyi
Person in charge: Gong Lei
Guangdong Dongfang Kunlun law firm
