Legal opinion of Beijing Jiayuan law firm on Beijing New Building Materials Public Limited Company(000786) 2021 annual general meeting of shareholders
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
April, 2002
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi'an
About Beijing New Building Materials Public Limited Company(000786)
Of the 2021 annual general meeting
Legal opinion
Jiayuan (2022) - 04 - 173 to: Beijing New Building Materials Public Limited Company(000786)
Entrusted by Beijing New Building Materials Public Limited Company(000786) company (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") appointed lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting"), In accordance with the company law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the "rules of the general meeting") and the Beijing New Building Materials Public Limited Company(000786) articles of Association (hereinafter referred to as the "articles of association"), a lawyer's witness opinion is hereby issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the voting procedures and the voting results of the meeting, as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. Convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The notice of the shareholders' meeting was published on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shenzhen Stock Exchange (www.szse. CN) on March 20, 2021 And http://www.cn.info.com.cn Published on. The above notice specifies the date and place of the meeting, the matters submitted to the meeting for deliberation, the registration method, registration time and contact person of shareholders attending the meeting.
2. Convening procedures of this general meeting of shareholders
The shareholders' meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held in Fuxing, Haidian District, Beijing at 14:30 p.m. on April 12, 2022
The meeting room on the 6th floor of Building 2, Guohai Plaza, No. 17 road was held, and the on-site meeting was presided over by Mr. Wang Bing, chairman of the company. The voting time of the voting platform of the trading system of Shenzhen Stock Exchange adopted by the shareholders' meeting is the trading time on April 12, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is any time from 9:15 a.m. to 15:00 p.m. on April 12, 2022. The voting of accounts related to margin trading, refinancing business, agreed repurchase business and Shenzhen Stock connect investors shall be carried out in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other relevant provisions. The lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and their representatives attending the meeting and shareholders voting through the Internet
The equity registration date of this shareholders' meeting is April 6, 2022.
According to the registration data, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the meeting, as well as the statistical results provided by Shenzhen Securities Information Co., Ltd., there are 240 shareholders and their representatives attending the meeting and shareholders voting through the Internet, with 1120543989 representative shares, accounting for 663237% of the total shares of the company.
The shareholders and agents attending the on-site meeting of the general meeting of shareholders hold relevant identity certificates, and the entrusted agent holds a written power of attorney. The identity of shareholders voting through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
2. Other personnel attending the general meeting of shareholders
Other persons attending the shareholders' meeting are directors, supervisors, senior managers and lawyers employed by the company.
Our lawyers believe that the above participants have the right or have been legally and effectively authorized to attend the on-site meeting of the general meeting of shareholders, and their qualifications meet the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
1. Voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice, and the meeting adopted a combination of on-site voting and online voting. The shareholders' meeting did not vote on matters not listed in the meeting notice. The shareholders attending the on-site meeting of the general meeting of shareholders voted one by one on the matters listed in the notice by open vote. When considering the matters constituting connected transactions, the connected shareholders avoided voting. The company counted and counted the votes of the on-site meeting of the general meeting of shareholders in accordance with the rules of the general meeting of shareholders and with reference to the counting procedures of votes stipulated in the articles of association.
After the online voting, the online voting system of Shenzhen stock exchange provided the company with the total number and statistics of this online voting.
2. Voting results of this shareholders' meeting
(1) 2021 annual report and its summary
The voting result was: 1120369989 shares were approved, accounting for 999845% of the total number of valid voting shares held by all shareholders attending the meeting; Against 95900 shares, accounting for 0.0085% of the total number of valid voting shares held by all shareholders attending the meeting; 78100 shares abstained, accounting for 0.0070% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 282358775 shares are agreed, accounting for 999384% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 95900 shares, accounting for 0.0339% of the total number of valid voting shares held by minority shareholders attending the meeting; 78100 shares were abstained, accounting for 0.0277% of the total number of valid voting shares held by minority shareholders attending the meeting.
(2) Work report of the board of directors in 2021
The voting result was: 1120369989 shares were approved, accounting for 999845% of the total number of valid voting shares held by all shareholders attending the meeting; Against 95900 shares, accounting for 0.0085% of the total number of valid voting shares held by all shareholders attending the meeting; 78100 shares abstained, accounting for% of the total number of valid voting shares held by all shareholders attending the meeting
Among them, the voting situation of small and medium-sized investors is: 282358775 shares are agreed, accounting for 999384% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 95900 shares, accounting for 0.0339% of the total number of valid voting shares held by minority shareholders attending the meeting; 78100 shares were abstained, accounting for 0.0277% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Financial statement report of 2021
The voting result was: 1120369989 shares were approved, accounting for 999845% of the total number of valid voting shares held by all shareholders attending the meeting; Against 95900 shares, accounting for 0.0085% of the total number of valid voting shares held by all shareholders attending the meeting; 78100 shares abstained, accounting for 0.0070% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 282358775 shares are agreed, accounting for 999384% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 95900 shares, accounting for 0.0339% of the total number of valid voting shares held by minority shareholders attending the meeting; 78100 shares were abstained, accounting for 0.0277% of the total number of valid voting shares held by minority shareholders attending the meeting.
(4) 2021 profit distribution plan
The voting result was: 1120159089 shares were approved, accounting for 999657% of the total number of valid voting shares held by all shareholders attending the meeting; 384900 opposed shares, accounting for 0.0343% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 282147875 shares are agreed, accounting for 998638% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 384900 opposed shares, accounting for 0.1362% 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.
(5) Proposal on determining audit fees in 2021 and appointing audit institutions in 2022
The voting result was: 1120266189 shares were approved, accounting for 999752% of the total number of valid voting shares held by all shareholders attending the meeting; Against 277800 shares, accounting for 0.0248% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 282254975 shares are agreed, accounting for 999017% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 277800 shares, accounting for 0.0983% 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.
(6) Proposal on the company's expected daily connected transactions in 2022
The voting result was: 394245775 shares were approved, accounting for 818824% of the total number of valid voting shares held by all shareholders attending the meeting; Against 8723344 shares, accounting for 181176% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 195300431 shares are agreed, accounting for 691249% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against 8723344 shares, accounting for 308751% 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.
The matters considered in the proposal are related party transactions. When considering the proposal, the related shareholder China Building Materials Co., Ltd. avoided voting.
(7) Proposal on the company's financing from banks and other financial institutions
The voting result was: 1119587489 shares were approved, accounting for 999146% of the total number of valid voting shares held by all shareholders attending the meeting; 956500 opposed shares, accounting for 0.0854% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: they agree to 281576275 shares, accounting for 996615% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 956500 opposed shares, accounting for 0.3385% 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.
(8) Proposal on external guarantee of the company and its holding subsidiaries
The voting result was: 1119587489 shares were approved, accounting for 999146% of the total number of valid voting shares held by all shareholders attending the meeting; 956500 opposed shares, accounting for 0.0854% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: they agree to 281576275 shares, accounting for 996615% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 956500 opposed shares, accounting for 0.3385% 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.
(9) Proposal on the issuance of debt financing instruments for non-financial enterprises by the company and its wholly-owned subsidiary Taishan gypsum Co., Ltd
The voting result was: 1119587489 shares were approved, accounting for 999146% of the total number of valid voting shares held by all shareholders attending the meeting; 956500 opposed shares, accounting for 0.0854% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: they agree to 281576275 shares, accounting for 996615% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 956500 opposed shares, accounting for 0.3385% 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.
(10) Proposal on adjusting the annual expenses of liability insurance for directors, supervisors and senior managers
The voting result was: 1117396919 shares were approved, accounting for 997191% of the total number of valid voting shares held by all shareholders attending the meeting; 3068970 opposed shares, accounting for 0.2739% of the total number of valid voting shares held by all shareholders attending the meeting; 78100 shares abstained, accounting for 0.0070% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree 2
