Beijing Guofeng law firm
Legal opinion on Tianjin Jiuri New Materials Co.Ltd(688199) the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0012
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
About Tianjin Jiuri New Materials Co.Ltd(688199)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0012
To: Tianjin Jiuri New Materials Co.Ltd(688199)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the "rules") issued by China Securities Regulatory Commission (hereinafter referred to as the "CSRC") According to the requirements of laws and regulations and normative documents and the relevant provisions of the articles of association of Tianjin Jiuri New Materials Co.Ltd(688199) (hereinafter referred to as the "articles of association"), Beijing Guofeng law firm (hereinafter referred to as "the firm") accepts the entrustment of Tianjin Jiuri New Materials Co.Ltd(688199) (hereinafter referred to as "the company"), Lawyers are assigned to witness the relevant matters of the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "this general meeting of shareholders"). Affected by the covid-19 epidemic in Tianjin, our lawyers witness by video and issue this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company's shareholders' meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues. In this legal opinion, according to relevant requirements, our lawyers only express their opinions on the procedures for convening and convening the company's general meeting of shareholders, the qualifications of conveners and participants, voting procedures and the legitimacy of voting results, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals. Our lawyers shall bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 19 of the securities law and Article 5 of the rules, the lawyers of the firm verified and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and attended the first extraordinary general meeting of shareholders of the company in 2022 by video. The legal opinions are as follows:
1、 Procedures for convening and convening the general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the inspection of the lawyers of the firm, the shareholders' meeting of the company is decided by the board of directors of the company. On December 25, 2021, the board of directors of the company held a meeting at Shanghai Stock Exchange (www.sse. Com. CN.) And the notice of Tianjin Jiuri New Materials Co.Ltd(688199) on convening the first extraordinary general meeting of shareholders in 2022 was publicly published in China Securities News, Shanghai Securities News, securities times and Securities Daily. The notice specifies the time, place and online voting time of the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights The date of equity registration of the shareholders entitled to attend the general meeting of shareholders, the registration methods of the shareholders attending the meeting, etc. at the same time, the deliberation matters of the general meeting of shareholders are listed, and the contents of relevant proposals are fully disclosed.
(II) convening of the general meeting of shareholders
The general meeting of shareholders of the company is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held on January 11, 2022 in the company's conference room on the fifth floor, door 2, block C, smart mountain, No. 1, Gonghua Road, Huayuan new technology industrial park, Tianjin, and was presided over by Mr. Zhao Guofeng, chairman of the company. The starting and ending time of online voting at the general meeting of shareholders through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is from January 11, 2022 to January 11, 2022; The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Upon inspection, the time, place, method and content of the shareholders' meeting of the company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 On the qualifications of the convener and attendees of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which meets the qualification of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of shareholders attending the on-site meeting of the general meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by Shanghai Stock Exchange Information Network Co., Ltd., and the register of shareholders as of the equity registration date of the general meeting, which have been verified and confirmed by the company and the lawyers of the exchange, A total of 17 shareholders (shareholders' proxies) voted on site and online at the shareholders' meeting, representing 29384815 shares, accounting for 27.1064% of the total voting shares of the company. In addition to the company's shareholders (shareholders' agents), some directors, supervisors, senior managers of the company and the handling lawyers of the exchange also attended the shareholders' meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the general meeting of shareholders meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective; The qualifications of the above shareholders participating in online voting have been certified by the trading system and online voting system of Shanghai Stock Exchange.
3、 Voting procedures and results of the general meeting of shareholders
It is verified that the matters audited and voted at this shareholders' meeting are all the proposals listed in the company's announced meeting notice. After deliberation and in accordance with the voting procedures specified in the articles of association, the shareholders' meeting voted and adopted the proposal on changing some investment projects with raised funds. The voting results are as follows:
29383915 shares were approved, accounting for 99.9969% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders holding less than 5% of the company's shares attending the general meeting of shareholders: 173459 shares agreed, accounting for 99.4838% of the total voting shares held by minority shareholders attending the general meeting of shareholders.
The scrutineer, the teller and the lawyer of the office are jointly responsible for scrutinizing and counting votes. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being counted and determined together with the online voting results.
It is verified that the proposals deliberated at the shareholders' meeting have been adopted by more than half of the effective voting rights held by the shareholders (shareholders' agents) attending the shareholders' meeting.
To sum up, the voting procedures and voting results of this general meeting of shareholders comply with laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of laws, regulations, rules and the articles of Association; The qualifications of the participants are legal and valid; Voting procedures and voting results comply with laws, regulations and the articles of Association; The relevant resolutions adopted at the general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate.
