About Sansteel Minguang Co.Ltd.Fujian(002110)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Zhili law firm
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About Sansteel Minguang Co.Ltd.Fujian(002110)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Mlfz [2022] No. 010 to: Sansteel Minguang Co.Ltd.Fujian(002110)
Fujian Zhili law firm (hereinafter referred to as the firm) has accepted the entrustment of Sansteel Minguang Co.Ltd.Fujian(002110) (hereinafter referred to as the company) to appoint lawyers Chen Lusheng and Han Xu to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the meeting or the general meeting of shareholders), and 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 (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission, hereinafter referred to as the rules for the general meeting of shareholders of listed companies) The implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 517, hereinafter referred to as the implementation rules for online voting) and other relevant laws, regulations, normative documents and the provisions of the articles of Association issued legal opinions.
For this legal opinion, we hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2. The company shall review the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the 20th meeting of the 7th board of directors, the resolutions and announcements of the 17th meeting of the 7th board of supervisors, the notice on convening the first interim general meeting in 2022, the company's register of shareholders on the equity registration date of the meeting, and Be responsible for the authenticity, integrity and effectiveness of the articles of association, etc.).
3. The authenticity and validity of the ID card, business license, power of attorney and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer of the firm is responsible for checking whether the name (or name) of the shareholders and their shareholding amount are consistent with the name (or name) of the shareholders registered in the register of shareholders of the company and their shareholding amount.
4. The operation of shareholders (or shareholders' agents) participating in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange shall be regarded as shareholders' own behavior, and shareholders shall bear all legal consequences. The qualification of shareholders who vote through the trading system and Internet voting system of Shenzhen Stock Exchange shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules for the general meeting of shareholders of listed companies, the lawyers of the exchange only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants of the meeting, the voting procedures and voting results of the meeting in this legal opinion, Our lawyers do not express opinions on the authenticity, accuracy and legitimacy of the contents of various proposals considered at this meeting and the facts or data involved.
6. The lawyer of the firm agrees that the board of directors of the company shall announce this legal opinion together with the resolution of the meeting.
Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 20th meeting of the 7th board of directors of the company made a resolution on convening this meeting on December 24, 2021. The board of directors of the company published the notice on convening the first extraordinary general meeting in 2022 on the securities times, China Securities News, Shenzhen Stock Exchange website and cninfo website on December 25, 2021.
The meeting was held by combining on-site meeting and online voting. The on-site meeting of this meeting was held on the afternoon of January 13, 2022 in the conference room on the first floor of the office building of qungong 3rd road company, middle Industrial Road, Sanyuan District, Sanming City, Fujian Province, presided over by Mr. Li lizhang, chairman of the company. The shareholders of the company conduct online voting through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 13, 2022. The shareholders of the company conduct online voting through the Internet voting system of Shenzhen Stock Exchange
Tickets are available at any time from 9:15 a.m. to 15:00 p.m. on January 13, 2022.
Our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
（1） The meeting was convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
（2） On the qualifications of the participants in this meeting
1. A total of 46 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting of the general meeting of shareholders, with 1466406940 representative shares, accounting for 59.8149% of the total number of shares of the company (2451576238 shares). Among them: (1) there are 5 shareholders attending the on-site meeting, with 1400169924 representative shares, accounting for 57.1130% of the total shares of the company; (2) According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, 41 shareholders participated in the online voting, representing 66237016 shares, accounting for 2.7018% of the total shares of the company; (3) There were 45 small and medium-sized investors attending the on-site meeting and online voting (referring to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company's shares, the same below), representing 80078516 shares, accounting for 3.2664% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
2. Directors, supervisors, general manager, deputy general manager, chief engineer, chief financial officer, Secretary of the board of directors and other senior managers of the company attended the meeting.
Our lawyers believe that the qualifications of the above participants are legal and valid.
3、 Voting procedures and results of this meeting
The meeting adopted the following resolutions one by one by a combination of on-site open voting and online voting:
（1） The proposal on the company's application for comprehensive credit line from financial institutions in 2022 was deliberated and adopted, and the voting results are as follows:
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting
Agreed 1465398373 99.9312%
Objection 886467 0.0605%
Waiver 122100 0.0083%
（2） The proposal on the wholly-owned subsidiary Fujian Quanzhou Minguang iron and Steel Co., Ltd. applying for comprehensive credit line to financial institutions in 2022 was deliberated and adopted. The voting results are as follows:
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting
Agreed 1465398373 99.9312%
Objection 886467 0.0605%
Waiver 122100 0.0083%
（3） The proposal on the wholly-owned subsidiary Fujian Luoyuan Minguang iron and Steel Co., Ltd. applying for comprehensive credit line from financial institutions in 2022 was deliberated and adopted. The voting results are as follows:
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting
Agreed 1465398373 99.9312%
Objection 1008567 0.0688%
Waiver 0.0000%
（4） The proposal on the application of Fujian minguangyun Business Co., Ltd., a holding subsidiary, to financial institutions for comprehensive credit line in 2022 was deliberated and adopted. The voting results are as follows:
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting
Agreed 1465398373 99.9312%
Objection 1008567 0.0688%
Waiver 0.0000%
（5） The proposal on the cooperation between Fujian minguangyun Business Co., Ltd., a holding subsidiary, and relevant financial institutions to carry out bill pooling business in 2022 was reviewed and adopted. The voting results are as follows:
Voting of all shareholders present voting of small and medium investors
vote
Proportion of opinion representative shares in the number of representative shares held by shareholders attending the meeting in the total number of voting shares (shares) held by small and medium-sized investors attending the meeting
Agreed 1465510373 99.9389% 79181949 98.8804%
Objection 894567 0.0610% 894567 1.1171%
Waiver 2000 0.0001% 2000 0.0025%
（6） The proposal on providing guarantees for wholly-owned and holding subsidiaries by the company in 2022 was deliberated and passed, and the voting results are as follows:
Voting of all shareholders present voting of small and medium investors
vote
Proportion of opinion representative shares in the number of representative shares held by shareholders attending the meeting in the total number of voting shares (shares) held by small and medium-sized investors attending the meeting
Agree 1457882595 99.4187% 71554171 89.3550%
Objection 8522345 0.5812% 8522345 10.6425%
Waiver 2000 0.0001% 2000 0.0025%
（7） The proposal on the use of idle self owned funds by the company and its subsidiaries for investment and financial management in 2022 was deliberated and passed, and voted
