Beijing Guofeng law firm
About Shandong Dawn Polymer Co.Ltd(002838)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. A0014
To: Shandong Dawn Polymer Co.Ltd(002838) (your company)
According to the company law of the people's Republic of China, 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 (hereinafter referred to as the "rules for the general meeting of shareholders") and the measures for the administration of securities legal business conducted by law firms (hereinafter referred to as the "practice measures") issued by the China Securities Regulatory Commission And the articles of association of your company (hereinafter referred to as the "articles of association") and other relevant provisions, we have appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting") and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was decided to be held at the 18th meeting of the 4th board of directors of your company and convened by the board of directors of your company. On December 25, 2021, the board of directors of your company published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）. website of Shenzhen Stock Exchange (http:/ http://www.szse.cn. ）The notice of Shandong Dawn Polymer Co.Ltd(002838) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, and list the matters to be considered at this meeting.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of your company was held as scheduled at 14:30 p.m. on January 12, 2022 in the conference room of your company in the industrial park of daoen economic Park, North Head of Zhenxing Road, Longkou City, Shandong Province, presided over by Yu Xiaoning, chairman of your company. The specific time for your company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 12, 2022. The specific time for voting through the Internet system of Shenzhen stock exchange is any time from 9:15 on January 12, 2022 to 15:00 on January 12, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
In conclusion, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, the register of shareholders as of the equity registration date of the meeting, the identity documents and power of attorney of the shareholders attending the on-site meeting, and the online voting statistical results fed back by Shenzhen Securities Information Co., Ltd., and verified and confirmed by your company and our lawyers, a total of 163 shareholders (or shareholder representatives) attended the meeting, The total number of shares held by the company is 278673179 shares, accounting for 68.0845% of the total shares of the company. The related party shareholder dawn Group Co., Ltd. and Han Limei, who acted in concert, avoided voting and avoided 269606662 shares. Therefore, there are 161 voting shareholders (or shareholder representatives) voting through on-site and online voting, representing 9066517 shares, Accounting for 2.2151% of the total shares of the company, 161 shareholders (shareholder representatives) with voting rights voted on site and online at the meeting, representing 9066517 shares, accounting for 2.2151% of the total shares of your company. In addition to the shareholders (shareholders' representatives) of your company, the directors, supervisors, senior managers of your company and the handling lawyers of our firm also attended the meeting.
It is verified that the qualification of the on-site meeting personnel attending the meeting meets the provisions of relevant laws and regulations, normative documents and the articles of association, and is legal and effective; The qualification of online voting shareholders participating in the meeting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
It is verified that the matters considered and voted at this meeting are all the proposals listed in the announced meeting notice of your company. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. The proposal on the company's compliance with the conditions for non-public development of A-Shares was voted and passed;
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2. The proposal on adjusting the company's plan for non-public development of A-Shares was voted and adopted;
2.01. Class and par value of issued shares
Voting results: 8549818 shares were approved, accounting for 94.3010% of the total number of valid voting shares attending the meeting; Against 516599 shares, accounting for 5.6979% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.02. Method and time of issuance
Voting results: 8549818 shares were approved, accounting for 94.3010% of the total number of valid voting shares attending the meeting; Against 516599 shares, accounting for 5.6979% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting.
The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.03. Issuing object and subscription method
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.04. Pricing base date, issue price and pricing principle
Voting results: 8549818 shares were approved, accounting for 94.3010% of the total number of valid voting shares attending the meeting; Against 516599 shares, accounting for 5.6979% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.05. Issue quantity
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.06. Scale and purpose of raised funds
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.07. Restricted period
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.08. Arrangement of accumulated undistributed profits
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.09. Place of listing
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
2.10. Validity of the resolution on the non-public offering of shares
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
3. Proposal on the company's plan for non-public development of A-Shares (Revised Draft);
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
4. Proposal on the report on the use of the previously raised funds;
Voting results: 8591918 shares were approved, accounting for 94.7654% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
5. Proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by non-public development banks' A shares;
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
6. Proposal on signing a conditional share subscription agreement for non-public development of A-Shares with dawn Group Co., Ltd;
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
7. Proposal on diluting immediate return, filling measures and commitments of relevant subjects (Revised Draft) of non-public development banks' A-share shares;
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 478399 shares, accounting for 5.2765% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
8. Proposal on related party transactions involving non-public development of a shares;
Voting results: 8588018 shares were approved, accounting for 94.7224% of the total number of valid voting shares attending the meeting; Against 474499 shares, accounting for 5.2335% of the total number of valid voting shares attending the meeting; Abstained 4000 shares, accounting for 0.0441% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
9. Proposal on shareholders' dividend return planning in the next three years (2021-2023);
Voting results: 8551018 shares were approved, accounting for 94.3143% of the total number of valid voting shares attending the meeting; 515399 opposition shares, accounting for 5.6846% of the total number of valid voting shares attending the meeting; 100 shares abstained, accounting for 0.0011% of the total number of valid voting shares attending the meeting. The related shareholder dawn Group Co., Ltd. and Han Limei, the person acting in concert, avoided voting.
10. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of a shares;
Voting results: 8549818 shares were approved, accounting for the total number of valid voting shares attending the meeting
