Guohao law firm (Beijing)
about
Sichuan Zigong Conveying Machine Group Co.Ltd(001288)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
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9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 65890699 Fax: (+ 86) (10) 65176800
Website: www.grandall.com com. cn.
April, 2002
Guohao law firm (Beijing)
About Sichuan Zigong Conveying Machine Group Co.Ltd(001288)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. [0272] to: Sichuan Zigong Conveying Machine Group Co.Ltd(001288)
Guohao law firm (Beijing) (hereinafter referred to as “the firm”) is entrusted by Sichuan Zigong Conveying Machine Group Co.Ltd(001288) (hereinafter referred to as “the company”) to appoint its lawyers to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions. This legal opinion is issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities 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 other relevant laws, regulations and normative documents, as well as the provisions of Sichuan Zigong Conveying Machine Group Co.Ltd(001288) articles of Association (hereinafter referred to as the “articles of association”).
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, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association, 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 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 witness legal opinions as follows: I. convening procedures of this general meeting of shareholders
1. On March 17, 2022, the company held the fifth meeting of the Fourth Board of directors and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On March 18, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media designated by the CSRC, and notified all shareholders in the form of announcement on the time and place of the general meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting, the name and telephone number of the contact person, etc.
After examination, our lawyers believe that the notice time, notice method and content of the company’s shareholders’ meeting and the convening procedure of the company’s shareholders’ meeting are in line with the provisions of the company law, the securities law, the rules of shareholders’ meeting and other laws, regulations and normative documents as well as the articles of association. 2、 Convening of this general meeting of shareholders
1. Witnessed by our lawyers via video, this general meeting of shareholders adopts a combination of on-site voting and online voting.
2. The shareholders’ meeting was held at 15:00 p.m. on Friday, April 8, 2022 in the conference room on the fourth floor of the company’s office building, No. 3 Fuchuan Road, Zigong High tech Industrial Park. The specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on April 8, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00. The specific time of voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. on April 8, 2022 to 15:00 p.m. on April 8, 2022.
The actual time and place of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
After examination, our lawyers believe that the convening of this general meeting of shareholders complies with the provisions of the company law, the securities law, the rules of general meeting of shareholders and other laws, regulations and normative documents as well as the articles of association. 3、 Qualification of attendees and conveners of the general meeting of shareholders
1. According to the inspection, there are 12 shareholders and their proxies attending the company’s on-site meeting and online voting, representing 115647700 voting shares, accounting for 722798% of the total voting shares of the company. (1) Verified by our lawyers, there were 10 shareholders and shareholder representatives attending the on-site meeting, representing 109894100 voting shares, accounting for 686838% of the total voting shares of the company.
(2) According to the network data provided by Shenzhen Stock Exchange and verified and confirmed by the company, there are two shareholders and shareholder agents voting through the online voting system during the online voting time, representing 5753600 voting shares, accounting for 3.5960% of the total voting shares of the company. The qualification of shareholders based on online voting is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting.
2. Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and other senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
3. In addition to the on-site attendants, some directors of the company and lawyers hired by the company attended and attended the meeting by video.
4. The convener of this general meeting of shareholders is the board of directors of the company.
After examination, our lawyers believe that the qualifications of the attendees and the convener of the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents as well as the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the notice of shareholders’ meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the voting activities, the company counted the voting results and announced them on the spot by the host of the meeting. The voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Proposal on adjusting the remuneration of some directors of the company
Wu Youhua and Gong Xinrong, the related shareholders involved in this proposal, avoided voting.
Voting results: 38792100 shares were approved, accounting for 999907% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 3600 opposed shares, accounting for 0.0093% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 5802500 shares were agreed, accounting for 999380% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 3600 opposition shares, accounting for 0.0620% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. Proposal on the company’s application for comprehensive credit line from banks in 2022
Voting results: 115644100 shares were approved, accounting for 999969% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 3600 opposed shares, accounting for 0.0031% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
3. Proposal on by election of directors of the company
Voting results: 115644100 shares were approved, accounting for 999969% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 3600 opposed shares, accounting for 0.0031% of the total number of valid voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors: 5802500 shares were agreed, accounting for 999380% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 3600 opposition shares, accounting for 0.0620% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
None of the shareholders and their proxies attending the shareholders’ meeting raised any objection to the voting results.
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, normative documents and the articles of association. 5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, the qualifications of the participants and the convener of the meeting are legal and effective, and the voting procedures and voting results of the meeting are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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