28 / F, Jiahua center, No. 1010, middle Huaihai Road, Xuhui District, Shanghai
28/F, K. Wah Center, No.1010 Huaihai Road (M),Xuhui District, Shanghai
Tel: 02124224888 Fax: 02124224800
Website: www.anjielaw.com com.
About Liaoning Sg Automotive Group Co.Ltd(600303)
Matters involved in convening an extraordinary general meeting of shareholders by shareholders holding more than 10% of the shares
Special verification opinions
To: Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang
For the shareholders of Liaoning Sg Automotive Group Co.Ltd(600303) (hereinafter referred to as ” Liaoning Sg Automotive Group Co.Ltd(600303) ,” listed company “or” company “), Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership) (hereinafter referred to as” Shenzhen Zhongneng “), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai Zhou Fei and Liu Hongfang (together with Shenzhen Zhongneng, Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai and Zhou Fei, collectively referred to as the “convener”) intend to convene the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the “extraordinary general meeting”), and Beijing Anjie (Shanghai) law firm (hereinafter referred to as the “firm”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) This special verification opinion is issued in accordance with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”).
This special verification opinion is made on the basis of the understanding of the exchange on the current effective relevant laws, regulations, normative documents and the articles of association. The people’s court or other judicial institutions may have different understanding and judgment on these provisions from the exchange. In order to issue the special verification opinions, the Institute hereby makes the following instructions:
1. The exchange only publishes this verification opinion based on the facts existing on or before the issuance date of this special verification opinion and the provisions of China’s current effective laws, regulations and normative documents;
2. The convener has provided the exchange with true, accurate, complete and effective original written materials, copies or oral testimony necessary for issuing the special verification opinions, and there is no concealment, falsity, modification, supplement and / or major omission. If the documents are copies or copies, they are consistent and consistent with the original;
3. This special verification opinion is only used for the purpose of the convener’s application to the Shanghai stock exchange for information disclosure of the shareholders’ self convening of the extraordinary general meeting of shareholders. It shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and based on the full inspection of the relevant documents provided by the convener and their implementation, this special verification opinion is issued as follows:
1、 Procedures for the convener to convene this extraordinary general meeting of shareholders
An extraordinary general meeting of shareholders shall be held within two months:; (III) at the request of shareholders who individually or jointly hold more than 10% of the company’s shares The second paragraph of Article 101 stipulates that if the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in time; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 9 of the rules for shareholders’ meetings of listed companies stipulates that ordinary shareholders (including preferred shareholders whose voting rights have been restored) who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary shareholders’ meeting, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders with voting rights restored) who individually or jointly hold more than 10% of the shares of the company have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders on their own. Article 10 stipulates that if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with the stock exchange at the same time.
After verification and to the best of our knowledge, the convener has performed the following procedures before convening the extraordinary general meeting:
1. On January 27, 2022, the company submitted in writing the letter on proposing to convene Liaoning Sg Automotive Group Co.Ltd(600303) extraordinary general meeting of shareholders and relevant documents to the board of directors of the company, but the board of directors of the company did not reply in writing and agreed to convene the extraordinary general meeting of shareholders within the specified time;
2. On February 9, 2022, the company submitted the letter on requesting to convene Liaoning Sg Automotive Group Co.Ltd(600303) extraordinary general meeting of shareholders and relevant documents to the board of supervisors in writing, but the board of supervisors did not send the notice of convening the general meeting of shareholders within the specified time;
3. On April 1, 2022, the company submitted the notice on convening the general meeting of shareholders by itself to the board of directors in writing. The exchange also notes:
1. The board of directors of the company replied to the convener by email on January 27, 2022 and believed that: (I) the power of attorney is not the original; (II) the company cannot confirm whether the relevant materials represent the wishes of the shareholders and whether they are signed by the shareholders themselves; (III) the proposal documents submitted by some shareholders are copies and need to be replaced with originals signed by themselves. Therefore, relevant personnel are required to retrieve the materials and formally submit them to the board of directors of the company after re correcting and completing the materials. The board of directors of the company replied to the convener by email on January 28, 2022, re emphasized the requirements for document supplement and correction, and further put forward requirements, including: (I) the convener needs to replace the proposal with the original signed by the shareholders themselves; (II) the company needs to verify the original business license and ID card of the convener; The board of directors of the company replied to the convener by email on February 9, 2022, citing the provisions of article 5.4 of the regulatory Q & A on information disclosure of listed companies (phase II), believing that it can put forward requirements for correction of the materials provided to shareholders.
The convener replied to the board of directors by email on January 28, 2022, suggesting that if the board of directors has doubts about whether the proposal represents the wishes of shareholders and whether it is signed by shareholders, it can directly verify with each convener one by one according to the contact information contained in the register of shareholders.
2. The board of supervisors of the company replied to the convener by email on February 13, 2022 and thought that the convener had not completed the procedures of the board of directors, so the convener was requested to go through the pre procedures of the board of directors first.
With regard to the nature of the reply of the board of directors and the board of supervisors to the convener, the exchange believes that:
1. Article 9 of the rules for the general meeting of shareholders of listed companies stipulates that “… The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether it agrees or disagrees to convene an extraordinary general meeting within 10 days after receiving the request…. if the board of directors disagrees to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request,… Therefore, from the perspective of rules, The feedback that the board of directors can give can only be “agree” or “disagree”, and as long as the shareholders do not receive the feedback of “agree” or “disagree”, it can be regarded as “no feedback” by the board of directors. Therefore, the reply of the board of directors to repeatedly request “supplement and correct materials” should be regarded as “no feedback”;
2. Article 9 of the rules for the general meeting of shareholders of listed companies stipulates that “… If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original request in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders”. Therefore, since the board of supervisors of the company fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors of the company does not convene and preside over the general meeting of shareholders.
In addition, the exchange has not consulted the specific basis of laws, regulations and normative documents on which the board of directors of the company requested the convener to make corrections. The board of directors replied to the convener by e-mail on February 9, 2022. The quoted Q & A on the supervision of information disclosure of listed companies (phase II) has expired since January 7, 2022, and is applicable to the temporary proposal right of shareholders, which is not applicable to the convener’s exercise of the right to propose to convene an extraordinary general meeting of shareholders.
In view of this, the exchange believes that the convener has fulfilled all the pre procedures for convening the general meeting of shareholders by himself as stipulated in the company law and the rules for the general meeting of shareholders of listed companies. After completing the filing with Shanghai Stock Exchange, the convener has the right to convene the extraordinary general meeting of shareholders by himself.
2、 The convener is qualified to convene this extraordinary general meeting of shareholders by himself
As mentioned in “I. procedures for the convener to convene this extraordinary general meeting of shareholders”, according to the provisions of the company law and the rules for the general meeting of shareholders of listed companies, if the board of directors does not give feedback within 10 days after receiving the request and the board of supervisors does not convene and preside over the general meeting of shareholders, ordinary shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the extraordinary general meeting of shareholders by themselves.
According to the verification of the exchange, before the convener sends the notice on convening shareholders’ meeting by itself to the board of directors of the company by email on April 1, 2022, the total proportion of shares held by the convener in the listed company has exceeded 10% for 90 consecutive days, as follows:
Shareholder’s name / number of shares held for 90 consecutive days (at least) in proportion to the total share capital of the listed company (%)
Shenzhen Zhongneng 486409157.20
Yu Jing 265000003.92
Jia Muyun 98648011.46
Jiang Pengfei 96511981.43
Li yongdai 10586000 0.16
Zhou Fei 60 China Baoan Group Co.Ltd(000009)
Liu Hongfang 6257140.09
Total 9694122814.35
Therefore, the exchange believes that the convener has the subject qualification to convene this extraordinary general meeting by himself according to law.
3、 Proposals to be submitted by the convener to the extraordinary general meeting for deliberation
(I) details of the proposal proposed by the convener to be submitted to the extraordinary general meeting for deliberation
According to the relevant documents provided by the convener, the proposals to be considered by the convener at this extraordinary general meeting are as follows:
Proposal 1: proposal on terminating the purchase of assets;
Proposal 2: proposal on removing non independent directors from the 10th board of directors of Gongda;
Proposal 3: proposal on removing Zhang Hongliang from the post of non independent director of the 10th board of directors;
Proposal 4: proposal on removing Xu Haidong from the post of non independent director of the 10th board of directors;
Proposal 5: proposal on proposing to remove Yu Yongda from the post of non independent director of the 10th board of directors;
Proposal 6: proposal on dismissing Wu Manping from the position of non independent director of the 10th board of directors (proposal 2 to proposal 6 are collectively referred to as “proposal on dismissing non independent director”);
Proposal 7: proposal on removing Zhao hang from the position of independent director of the 10th board of directors;
Proposal 8: proposal on the removal of Xu Zhihua as an independent director of the 10th board of directors;
Proposal 9: proposal on removing Zhang Fangqing from the position of independent director of the 10th board of directors (proposals 7 to 9 are collectively referred to as “proposal on removing independent directors”);
Proposal 10: proposal on nominating Liu Quan as a candidate for non independent director of the 10th board of directors;
Proposal 11: proposal on nominating Yan Ming as a candidate for non independent director of the 10th board of directors;
Proposal 12: proposal on nominating Jia Muyun as a candidate for non independent director of the 10th board of directors;
Proposal 13: proposal on nominating Zhou Chunjun as a candidate for non independent director of the 10th board of directors;
Proposal 14: proposal on nominating Lu Dong as a candidate for non independent director of the 10th board of directors;
Proposal 15: proposal on nominating Xue Hao as a candidate for non independent directors of the 10th board of directors (proposals 10 to 15 are collectively referred to as “proposal on nominating non independent directors”);
Proposal 16: proposal on nominating Zhu Jinhuai as an independent director candidate of the 10th board of directors;
Proposal 17: proposal on nominating Duan Xinxiao as an independent director candidate of the 10th board of directors;
Motion 18: close
