Ningxia Building Materials Group Co.Ltd(600449) : Ningxia Building Materials Group Co.Ltd(600449) 2021 legal opinion of the annual general meeting of shareholders, 7 / 8 / 11 floor, building materials building, No. 219, East Street, people’s Square, Jinfeng District, Yinchuan City, Ningxia zip code: 75002
7-8/F & 11/F, Jiancai Building, 219 East Renmin Guangchang Street,
Jinfeng District, Yinchuan, Ningxia
T. +8609516011966 F. +860951 Beijing Haohua Energy Resource Co.Ltd(601101) 2
Guohao law firm (Yinchuan)
About Ningxia Building Materials Group Co.Ltd(600449)
Of the 2021 annual general meeting
Legal opinion
Address: 7th floor, building materials building, No. 219, Guangchang East Road, Jinfeng District, Yinchuan, Ningxia
Tel: (0951) 5677929 email: [email protected].
April, 2002
Guohao law firm (Yinchuan)
About Ningxia Building Materials Group Co.Ltd(600449)
Of the 2021 annual general meeting
Legal opinion
Ghflyjs [2022] No. 099
To: Ningxia Building Materials Group Co.Ltd(600449)
Guohao law firm (Yinchuan) (hereinafter referred to as “the firm”) is controlled by Ningxia Building Materials Group Co.Ltd(600449) group shares
Entrusted by the company (hereinafter referred to as “the company”), Jin Jing and Feng Jianjun, lawyers of the firm, are appointed
At 14:00 on April 13, 2022, the company was in the east of people’s Square, Jinfeng District, Yinchuan City, Ningxia
Held in Ningxia Building Materials Group Co.Ltd(600449)
2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”) and
After examining the documents and facts related to the meeting, according to the people’s Republic of China
Company law, securities law of the people’s Republic of China, rules for the general meeting of shareholders of listed companies
The detailed rules for the implementation of online voting at the general meeting of shareholders of Listed Companies in Shanghai Stock Exchange and other current Chinese laws
Administrative regulations and other normative documents and Ningxia Building Materials Group Co.Ltd(600449) articles of Association
(hereinafter referred to as the “articles of association”) on the convening and convening of this general meeting of shareholders
This legal opinion is issued on relevant matters such as the qualification of the meeting and attendees, matters to be considered and voting procedures
Books.
Our lawyer agrees to publish this legal opinion together with the resolution of the general meeting of shareholders
And bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and holding of this meeting
1. Convening of this meeting
The meeting was convened by the board of directors and reviewed by the company. The board of directors of the company has
On March 19, 2021, in the designated media of the company’s information disclosure, China Securities Journal and Shanghai Stock Exchange
Securities Journal, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) release
The Circular of Ningxia Building Materials Group Co.Ltd(600449) on convening the 2021 annual general meeting of shareholders was issued
Notice (hereinafter referred to as “Notice of meeting”). The notice of the meeting is applicable to the convening of this meeting
Basic information of the meeting, time, method, participants, place
Matters to be considered at the meeting, registration methods for on-site shareholders’ meeting, and specific operation flow of participating in online voting
The agenda and voting methods of the meeting have been clearly stipulated.
Our lawyers believe that this meeting is convened by the board of directors of the company, and the notice of this meeting is given
It has been issued in the form of announcement 20 days in advance, and the contents and procedures of the meeting notice meet our requirements
The meeting was convened in accordance with the current relevant laws, regulations, normative documents and the articles of association of the company
Procedures and convener qualification are legal and effective.
2. Convening of this meeting
According to the notice of the meeting, the equity registration date of this meeting is April 7, 2022,
The date of the meeting is April 13, 2022, and the interval between the date of equity registration and the date of the meeting is not
More than 7 working days, meeting the equity registration date and meeting in accordance with the rules of the general meeting of shareholders of listed companies
The interval between dates shall not exceed 7 working days; The meeting was held on site
The on-site meeting was held on April 13, 2022 at 14:
00 at the place notified by the meeting. The meeting is presided over by Mr. Wang Yulin, chairman of the company. Now
The time and place of the meeting shall comply with the provisions of the meeting notice; Online voting of this meeting
The voting time of the trading system voting platform notified in the meeting notice is April 2022
September 13, 9:15-9:25, 9:30-11:30, 13:00-15:00, through the Internet to vote flat
The voting time of Taiwan is 9:15-15:00 on April 13, 2022.
Our lawyers believe that the convening of this meeting complies with the current relevant laws and regulations of China
According to the provisions of normative documents and the articles of association, the convening procedure of the meeting is legal and effective.
2、 Qualifications of participants in this meeting
A total of one shareholder or shareholder agent attended the on-site meeting of the meeting, representing the shares
234475104 shares, accounting for 49.03% of the total voting shares of the company, participated in the meeting
There are 12 shareholders voting online, representing 1009188 shares, accounting for the voting shares of the company
0.21% of the total number of copies. Attending the on-site meeting of the conference and participating in the online voting of the conference
There are 13 shareholders in total, representing 235484292 shares, accounting for the voting shares of the company
49.24% of the total number of copies. In addition to the shareholders or their agents attending the meeting, the company’s directors
Supervisors and senior managers attended the on-site meeting of the general meeting of shareholders.
Upon the examination of the lawyers of the exchange, the shareholders or their agents attending the on-site meeting of the meeting and the participants
The shareholders who voted online with this meeting are the shareholders of this meeting on the equity registration date of April 7, 2022
At 15:00 p.m. on the 15th, after the transaction, it will be opened in Shanghai Branch of China Securities Depository and Clearing Co., Ltd
The registered shareholders of the company shall attend the on-site meeting of the meeting and participate in the online investment of the meeting
All the shareholders with votes have legal shareholder qualifications, and the shareholders’ agents attending the on-site meeting have also obtained votes
May entrust the shareholder with legal and effective authorization.
Our lawyers believe that: the personnel attending the on-site meeting of this meeting and the network participating in this meeting
The qualifications of the voting personnel shall comply with the current relevant laws, regulations, normative documents and the public security law of the people’s Republic of China
According to the articles of association of the company, the qualifications of participants and online voters are legal and effective.
3、 Matters to be considered at this meeting
A total of 13 items were considered at this meeting, namely Ningxia Building Materials Group Co.Ltd(600449) Group Co., Ltd
Work report of the board of directors in 2021 Ningxia Building Materials Group Co.Ltd(600449) 2021
Annual report on the work of independent directors Ningxia Building Materials Group Co.Ltd(600449) 2021
Work report of the board of directors Ningxia Building Materials Group Co.Ltd(600449) 2021 Annual Report
2021 financial final accounts report of Xia building materials Group Co., Ltd. 《 Ningxia Building Materials Group Co.Ltd(600449) group 》
Profit distribution plan of the company in 2021
Proposal on donation to “public welfare” fund “on the company’s employment of financial and internal control in 2022
Proposal on Amending the articles of association of the company
Proposal on Amending the rules of procedure of the board of directors
Proposal on Amending the rules of procedure of the board of supervisorsProposal on the independent director system of the company.
After verification by our lawyers, the matters discussed at this meeting are consistent with the provisions of the meeting notice
Unanimously, the matters not listed in the meeting notice were not considered, and the matters considered at the meeting met the requirements
China’s current laws, regulations, normative documents and the provisions of the articles of association.
4、 Voting methods, procedures and results of this meeting
The voting method of this meeting adopts the combination of on-site voting and online voting
Among them, the on-site meeting of this meeting will focus on the deliberation matters listed in the meeting notice
The voting was carried out by means of name recording voting, and the votes were counted and monitored according to the specified procedures
The voting results were announced; The online voting of this meeting shall be conducted at the time specified in the meeting notice.
The specific voting results are as follows:
1. Work report of the board of directors in Ningxia Building Materials Group Co.Ltd(600449) 2021:
The number of approved shares is 235442292, accounting for the effective voting rights held by shareholders participating in the meeting
Representing 99.98% of the total number of shares; The number of dissenting shares is 0, accounting for the shareholders participating in the meeting
0% of the total number of valid voting shares held; The number of shares abstained was 42000, accounting for
Plus 0.02% of the total number of effective voting shares held by shareholders at this meeting;
2. Report on work of independent directors in Ningxia Building Materials Group Co.Ltd(600449) 2021:
The number of approved shares is 235442292, accounting for the effective voting rights held by shareholders participating in the meeting
Representing 99.98% of the total number of shares; The number of dissenting shares is 0, accounting for
0% of the total number of valid voting shares held; The number of shares abstained was 42000, accounting for
Plus 0.02% of the total number of effective voting shares held by shareholders at this meeting;
3. Work report of the board of supervisors in Ningxia Building Materials Group Co.Ltd(600449) 2021:
The number of shares agreed is 235442292,
