Shaanxi Haipu Ruicheng law firm
About Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
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 of the general meeting of shareholders of listed companies and other laws, administrative regulations, departmental rules, normative documents and the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) articles of Association (hereinafter referred to as the "articles of association"), Entrusted by Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as "the company"), Shaanxi Haipu Ruicheng law firm (hereinafter referred to as "the firm") appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") and express legal opinions on the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures, voting results and other matters of the general meeting of shareholders of the company.
In order to issue this legal opinion, we assume that the company has disclosed to us all the 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 us 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 its 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, the voting procedures and the voting results comply with the provisions of relevant laws, administrative regulations and the articles of Association in accordance with the current effective laws, administrative regulations, departmental rules and other normative documents of the people's Republic of China, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
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 issuance date of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and verified the relevant matters of the company's general meeting of shareholders.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting and issued legal opinions on the shareholders' meeting as follows: I. convening and convening procedures of the shareholders' meeting
(I) convening of the general meeting of shareholders
On January 19, 2022, the company held the 12th meeting of the third board of directors. On February 28, 2022, the company held the 13th meeting of the third board of directors. According to the overall work arrangement of the company's public issuance of convertible bonds (hereinafter referred to as "convertible bonds"), the proposal on convening the general meeting of shareholders at an optional date was deliberated and adopted. On March 2, 2022, the company made an announcement on Shenzhen Stock Exchange（ http://www.szse.cn./ ）, http / / www.cninfo.com（ http://www.cn.info.com.cn./ ）The website published the notice on convening the first extraordinary general meeting in 2022 (hereinafter referred to as the "Notice of the general meeting"), and decided to convene the first extraordinary general meeting in 2022 on March 18, 2022.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on March 18, 2022 in the conference room on the third floor of Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Yanshan Road, Languan street, Lantian County, Xi'an City, Shaanxi Province. The on-site meeting was presided over by Chairman Chen Leisheng. The 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; Voting time through the Internet voting platform of Shenzhen Stock Exchange: any time during 9:15-15:00 on March 18, 2022. After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposal considered at the meeting are consistent with the time, place and method announced in the notice on convening the first extraordinary shareholders' meeting in 2022 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 complied with the relevant provisions of laws, administrative regulations 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
According to the notice of this shareholders' meeting, as of the afternoon closing of March 11, 2022 (equity registration date), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders' meeting.
According to the verification of our lawyers, the total number of shareholders attending the shareholders' meeting is 28, representing 108135112 shares with voting rights, accounting for 695885% of the total shares of the company. Among them, there are 5 shareholders and authorized representatives of shareholders attending the shareholders' meeting, and the number of shares with voting rights is 72367543, accounting for 465709% of the total shares of the company; A total of 23 shareholders and authorized representatives of shareholders voted online, representing 35767569 shares with voting rights, accounting for 230176% of the total shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also include the company's directors, supervisors, senior managers and lawyers of the exchange.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications 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 laws, administrative regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with the laws Administrative regulations 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 and the articles of association.
3、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders' meeting, the following proposals were considered at the shareholders' meeting:
(I) proposal on by election of non independent directors of the company
1. Elect Li Jian as a non independent director of the third board of directors
2. Election of non independent directors of the third board of directors of Ningxing Huawei
(II) proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds
(III) proposal on the company's public issuance of convertible corporate bonds
1. Types of securities issued this time
2. Issuance scale
3. Face value and issue price
4. Bond term
5. Bond interest rate
6. Term and method of interest payment
7. Term of share conversion
8. Determination and adjustment of conversion price
9. Downward correction clause of share conversion price
10. Method for determining the number of converted shares
11. Redemption terms
12. Resale clause
13. Ownership of relevant dividends in the year of share conversion
14. Issuance method and object
15. Arrangement of placing to original shareholders
16. Matters related to bondholders' meeting
17. Purpose of the raised funds
18. Guarantee matters
19. Raised funds management and deposit account
20. Validity period of the scheme for issuing convertible bonds
(IV) proposal on the company's plan for public issuance of convertible corporate bonds
(V) proposal on the feasibility analysis report on the use of funds raised by the company's public issuance of convertible corporate bonds
(VI) proposal on the company's report on the use of previously raised funds
(VII) proposal on risk prompt of diluting the immediate return by issuing convertible corporate bonds to the public and the company's taking filling measures and commitments of relevant subjects
(VIII) proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the public offering of convertible corporate bonds
(IX) proposal on the rules of the meeting of bondholders of convertible companies
(x) proposal on the company's plan for shareholders' dividend return in the next three years (20222024) (XI) proposal on the company's plan to accept the controlling shareholders to provide guarantees and related party transactions for the company's issuance of convertible corporate bonds
（12） Proposal on by election of Yang Weiguo as supervisor of the company
Among the above proposals, "proposal (II) to proposal (XI)" are special proposals, which need to be passed by more than 2 / 3 of the total voting shares attending the general meeting of shareholders; "18. Guarantee matters" in proposal (III) and proposal (x)
After verification by our lawyers, the proposals actually deliberated at this shareholders' meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of the company law, the articles of association, the rules of shareholders' meeting and other laws, administrative regulations and normative documents.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders' meeting is consistent with the notice on convening the first extraordinary shareholders' meeting in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. The general meeting of shareholders adopted a combination of on-site voting and online voting. The on-site meeting voted on the proposals listed in the meeting notice by open ballot.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting platform within the specified online voting time. Shenzhen Securities Information Co., Ltd. provided the voting rights and statistics of online voting. After the voting of this general meeting of shareholders, the company / Shenzhen Securities Information Co., Ltd. combined and counted the voting results of on-site and online voting.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the shareholders' meeting adopted a combination of on-site open voting and online voting, and deliberated and adopted the following proposals in accordance with the provisions of the articles of association:
1. The voting results of the proposal on by election of non independent directors of the company are as follows: 1) elect Li Jian as a non independent director of the third board of directors
104038339 shares were approved, including 19053538 shares voted by minority shareholders.
Voting result: adopted. 2) Election of non independent directors of the third board of directors of Ningxing Huawei
104038340 shares were approved, including 19053539 shares voted by minority shareholders.
Voting result: adopted.
2. The voting results of the proposal on the company meeting the conditions for public issuance of convertible corporate bonds are as follows: 108111312 shares were agreed, accounting for 0.0220% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of minority shareholders were: 23126511 shares were agreed, accounting for 998972% of the total number of valid voting shares of minority shareholders attending the meeting; 23800 opposed shares, accounting for 0.1028% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The proposal is a special resolution, which has been approved by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
Voting result: adopted.
3. The voting results of the proposal on the company's public issuance of convertible corporate bonds are as follows: 1) types of securities issued this time
108111312 shares were approved, accounting for 999780% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting. 23800 opposed shares, accounting for 0.0220% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of minority shareholders were: 23126511 shares were agreed, accounting for 998972% of the total number of valid voting shares of minority shareholders attending the meeting; 23800 opposed shares, accounting for 0.1028% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The proposal is a special resolution, which has been approved by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
Voting result: adopted. 2) Issuance scale
108111312 shares were approved, accounting for 999780% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting. 23800 opposed shares, accounting for 0.0220% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of minority shareholders were: 23126511 shares were agreed, accounting for 0.1028% of the total voting shares of minority shareholders attending the meeting; Abstention of 0 shares is valid for minority shareholders attending the meeting
