Beijing Deheng Law Firm
On Poly Union Chemical Holding Group Co.Ltd(002037) the first extraordinary general meeting of shareholders in 2022
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
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Beijing Deheng Law Firm
About Poly Union Chemical Holding Group Co.Ltd(002037)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 01g20210460-1 to: Poly Union Chemical Holding Group Co.Ltd(002037)
Entrusted by Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”), Beijing Deheng Law Firm appointed a lawyer (hereinafter referred to as “the lawyer”) to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witness the legitimacy of the general meeting of shareholders and give legal opinions. Affected by the epidemic of pneumonia by New Coronavirus, our lawyer witnessed the shareholders\’ meeting through video.
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 and other relevant laws, regulations and normative documents, as well as the Poly Union Chemical Holding Group Co.Ltd(002037) 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 the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the 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 rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, We will not comment 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 used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law, the lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening procedures of the general meeting of shareholders
On December 24, 2021, the company held the 17th meeting of the 6th board of directors, which resolved to hold the first extraordinary general meeting of shareholders in 2022.
On December 28, 2021, the company issued a notice on convening the shareholders’ meeting in the form of announcement in China Securities Journal, securities times and cninfo. The above announcement specified the date and place of the meeting, the matters submitted to the meeting for deliberation, the registration methods of shareholders attending the meeting, contacts, etc.
It is verified that the convening procedures of this general meeting of shareholders comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
(II) convening procedures of the general meeting of shareholders
The general meeting of shareholders was held at 9:30 a.m. on Wednesday, January 12, 2022 in the conference room on the 2nd floor of jiulianhua building, No. 213 Baoshan North Road, Guiyang City, Guizhou Province. The meeting was presided over by Mr. an Shengjie, chairman of the company. Upon inspection, the time, place and contents of the shareholders’ meeting of the company are consistent with those specified in the meeting notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) convener of the general meeting of shareholders
It is verified that the convener of this shareholders’ meeting is the board of directors of the company and has the legal qualification to convene this shareholders’ meeting.
(II) qualification of participants
1. Our lawyer verified the stock account card, ID card or other valid certificates or certificates, power of attorney and ID card of the authorized representative of the shareholders attending the shareholders’ meeting.
2. According to the registration data, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the on-site and online meetings of the company, there are 11 shareholders and their authorized representatives attending the general meeting of shareholders, representing 232929898 shares with voting rights, accounting for 47.7682% of the total 487625309 shares with voting rights of the company. A total of 9 minority shareholders and authorized representatives of shareholders attended the shareholders’ meeting, and the number of voting shares represented was 14973359, accounting for 3.0707% of the total voting shares of the company.
3. The persons attending the meeting include some directors and supervisors of the company and the Secretary of the board of directors. The persons attending the meeting as nonvoting delegates include senior managers of the company and lawyers of the exchange.
The lawyers of the firm believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, which are legal and effective. 3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the meeting notice, and the meeting adopted a combination of on-site voting and online voting.
The shareholders attending the on-site meeting of the shareholders’ meeting voted on the matters listed in the meeting notice by open ballot. After the voting, the shareholders’ representatives, supervisors and lawyers of the company jointly counted the voting. The online voting results of this general meeting of shareholders are provided to the company by Shenzhen Stock Exchange Information Network Co., Ltd.
After the voting of the general meeting of shareholders, the voting conditions of on-site and online voting are combined and counted. Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
(II) voting results of the general meeting of shareholders
According to the statistics of voting results of the general meeting of shareholders, the voting results of shareholders or authorized representatives of shareholders participating in the general meeting of shareholders on the proposals of the general meeting of shareholders are as follows:
1. The proposal on the company’s proposed registration and issuance of medium-term notes was deliberated and adopted
Total voting:
232765998 shares were approved, accounting for 99.9296% of the total number of valid voting shares held by shareholders attending the meeting; Against 120700 shares, accounting for 0.0518% of the total number of valid voting shares held by shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0185% of the total number of valid voting shares held by shareholders attending the meeting.
Total voting of minority shareholders:
Agreed to 14809459 shares, accounting for 98.9054% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 120700 shares, accounting for 0.8061% of the total number of valid voting shares held by minority shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2885% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. The proposal on Amending the rules of procedure of the Poly Union Chemical Holding Group Co.Ltd(002037) general meeting of shareholders was considered and adopted
Total voting:
232765998 shares were approved, accounting for 99.9296% of the total number of valid voting shares held by shareholders attending the meeting; Against 120700 shares, accounting for 0.0518% of the total number of valid voting shares held by shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0185% of the total number of valid voting shares held by shareholders attending the meeting.
Total voting of minority shareholders:
Agreed to 14809459 shares, accounting for 98.9054% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 120700 shares, accounting for 0.8061% of the total number of valid voting shares held by minority shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2885% of the total number of valid voting shares held by minority shareholders attending the meeting.
3. Deliberated and adopted the proposal on by election of supervisors of the sixth board of supervisors of the company
Total voting:
232765198 shares were approved, accounting for 99.9293% of the total number of valid voting shares held by shareholders attending the meeting; Against 121500 shares, accounting for 0.0522% of the total number of valid voting shares held by shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0185% of the total number of valid voting shares held by shareholders attending the meeting.
Total voting of minority shareholders:
Agreed to 14808659 shares, accounting for 98.9000% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 121500 shares, accounting for 0.8114% of the total number of valid voting shares held by minority shareholders attending the meeting; 43200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2885% of the total number of valid voting shares held by minority shareholders attending the meeting.
Result of voting: elected.
4. The proposal on by election of non independent directors of the sixth board of directors of the company was deliberated and adopted
The proposal elects Mr. Zhang Yi, Mr. Guo Jianquan and Ms. Rao Yu as non independent directors of the sixth board of directors of the company in the form of cumulative voting system. The specific voting conditions are as follows:
4.01 by election Mr. Zhang Yi as a non independent director of the sixth board of directors of the company
Total voting:
232716540 electoral votes were obtained, accounting for 99.9084% of the total effective voting shares of shareholders attending the meeting.
Total voting of minority shareholders:
147600001 electoral votes were obtained, accounting for 98.5751% of the total number of effective voting shares held by minority shareholders attending the meeting.
Result of voting: elected.
4.02 by election Mr. Guo Jianquan as a non independent director of the sixth board of directors of the company
Total voting:
232716540 electoral votes were obtained, accounting for 99.9084% of the total effective voting shares of shareholders attending the meeting.
Total voting of minority shareholders:
147600001 electoral votes were obtained, accounting for 98.5751% of the total number of effective voting shares held by minority shareholders attending the meeting.
Result of voting: elected.
4.03 by election Ms. Rao Yu as a non independent director of the sixth board of directors of the company
Total voting:
232716540 electoral votes were obtained, accounting for 99.9084% of the total effective voting shares of shareholders attending the meeting.
Total voting of minority shareholders:
147600001 electoral votes were obtained, accounting for 98.5751% of the total number of effective voting shares held by minority shareholders attending the meeting.
Result of voting: elected.
The above proposals 1-4 are ordinary resolutions, which have been adopted by more than half of the total number of effective voting shares held by shareholders or shareholder representatives attending the meeting.
The lawyers of the firm believe that the proposals deliberated at the general meeting of shareholders have been effectively voted and passed, and the voting results comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, which are legal and effective. 4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees and voting procedures of the company’s general meeting of shareholders comply with the provisions of relevant laws, regulations, rules, other normative documents and the articles of association. The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in quadruplicate, which shall come into force after being sealed by the office and signed by the undertaking lawyer.
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