Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Ningbo Color Master Batch Co.Ltd(301019)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Ningbo Color Master Batch Co.Ltd(301019)
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 and the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Beijing Zhonglun law firm (hereinafter referred to as the "firm") accepts the entrustment of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as the "company"), Appoint our lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"). Due to the impact of covid-19 pneumonia epidemic and the requirements of covid-19 epidemic prevention and control, the lawyers assigned by the firm witnessed and issued legal opinions on relevant matters of the general meeting of shareholders through real-time video conference.
In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to the following:
1. The current effective articles of association of the company;
2. The company published on cninfo (www.cn. Info. Com. CN.) on March 29, 2022 Announcement of the resolution of the 15th meeting of the first board of directors;
3. The company published on cninfo (www.cn. Info. Com. CN.) on March 29, 2022 Notice of the board of directors of the company on convening the general meeting of shareholders;
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco, Almaty
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nanjing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
4. The register of shareholders on the equity registration date of the company's general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
5. Meeting materials of the company's general meeting of shareholders.
This legal opinion is only for the purpose of the company's current general meeting of shareholders. Our lawyers agree to announce this legal opinion together with the resolution of the company's current general meeting of shareholders and other information disclosure materials.
In accordance with the relevant requirements of laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers give the following opinions on the legal matters related to the convening and convening of the company's general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
1. According to the relevant provisions of the articles of association, the board of directors of the company made an announcement on cninfo (www.cn. Info. Com. CN.) on March 29, 2022 The notice of the general meeting of shareholders scheduled to be held on April 13, 2022 is published, listing the time and place of the meeting, matters to be considered, ways of participation, equity registration date, contact person, etc.
2. At 14:00 p.m. on April 13, 2022, the on-site meeting of the general meeting of shareholders was held in the form of on-site + real-time video conference in the conference room of the company, No. 168, Jinhui West Road, Panhuo street, Yinzhou District, Ningbo.
3. According to the notice of the shareholders' meeting and relevant announcements, the online voting time of the shareholders' meeting is: the specific 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 April 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on April 13, 2022 to 15:00 p.m. on August 10, 2021.
4. The general meeting of shareholders is presided over by Mr. Ren Weiqing, chairman of the company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, and the convener's qualification is legal and valid.
2、 Qualification of personnel attending the general meeting of shareholders
1. After checking the register of shareholders of the company on the equity registration date of the general meeting of shareholders and the shareholding certificate, legal representative certificate and / or power of attorney of shareholders attending the general meeting of shareholders, and according to the data provided by Shenzhen Securities Information Co., Ltd., our lawyer confirmed that the shareholders attending the on-site meeting and online voting of the general meeting of shareholders are as follows:
(1) A total of 21 shareholders attended the on-site meeting of the general meeting of shareholders (including shareholders and shareholders' agents participating through real-time video conference, the same below), representing 54357034 voting shares of the company, accounting for 679463% of the total voting shares of the company on the equity registration date.
(2) A total of 8 shareholders participated in the shareholders' meeting through online voting, and the number of voting shares representing the company was 19100, accounting for 0.0239% of the total voting shares of the company on the equity registration date. According to the above information, a total of 29 shareholders participated in the shareholders' meeting through on-site attendance and online voting, and the number of voting shares representing the company was 54376134, accounting for 679702% of the total voting shares of the company on the equity registration date.
Among them, 17 minority shareholders participated in the general meeting of shareholders through on-site attendance and online voting, and the number of voting shares representing the company was 7924107, accounting for 9.9051% of the total voting shares of the company on the equity registration date.
2. The directors, supervisors and senior managers of the company attended and attended the general meeting of shareholders (including attending or attending by real-time video conference).
3. Our lawyers attended the general meeting of shareholders through real-time video conference.
Our lawyers are unable to verify the qualification of online voting shareholders. On the premise that the qualification of shareholders participating in online voting complies with laws, administrative regulations, normative provisions and the articles of association, our lawyers believe that the qualification of participants and non voting participants in this general meeting of shareholders is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
(I) witnessed by our lawyers, the proposals considered at this shareholders' meeting are consistent with the contents stated in the meeting notice. This shareholders' meeting did not vote on the matters not listed in the meeting notice, nor did it modify the original proposal or put forward new proposals.
(II) the general meeting of shareholders carried out voting, counting and monitoring of votes in accordance with the provisions of the articles of association. The chairman of the meeting announced the voting results on the spot, and the shareholders attending the general meeting and the authorized representatives of shareholders did not raise any objection to the voting results.
(III) according to the voting results, the following proposals were considered and adopted at the general meeting of shareholders:
1. Proposal on the company's plan to establish a wholly-owned subsidiary in Chuzhou economic development zone and invest in the construction of a new material project with an annual output of 50000 tons of Color Masterbatch
The lawyer of the firm believes that the voting procedures of the general meeting of shareholders of the company comply with the provisions of the company law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications, voting procedures, voting results and other related matters of the company's general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the resolutions of the company's general meeting of shareholders are legal and effective.
[no text below]
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Ningbo Color Master Batch Co.Ltd(301019) 2022, without text)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Liu Jia
Handling lawyer:
Li Yanhua
specific date
