Hubei Puji law firm
Legal opinions on Hubei Yihua Chemical Industry Co.Ltd(000422) the first extraordinary general meeting of shareholders in 2022
Hubei Puji law firm
Address: 7th floor, Qinye business building, No. 7, Xiling 1st Road, Yichang City
Tel.: 0717-6444261
Hubei Puji law firm
About Hubei Yihua Chemical Industry Co.Ltd(000422)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
To: Hubei Yihua Chemical Industry Co.Ltd(000422)
Entrusted by Hubei Yihua Chemical Industry Co.Ltd(000422) (hereinafter referred to as “the company”), Hubei Puji law firm (hereinafter referred to as “the firm”) appoints its lawyers to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
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 laws, regulations and normative documents, as well as the Hubei Yihua Chemical Industry Co.Ltd(000422) articles of Association (hereinafter referred to as the “articles of association”) Issued in accordance with the Hubei Yihua Chemical Industry Co.Ltd(000422) rules of procedure of the general meeting of shareholders (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”).
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of 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, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In this legal opinion, our lawyers only discuss 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 company law, the securities law, the rules for general meetings of shareholders of listed companies and other laws, regulations, normative documents and the articles of association Express opinions in accordance with the rules of procedure of the general meeting of shareholders, and do not express opinions 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 for the purpose of witnessing the shareholders’ meeting of the company 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 procedures of the general meeting of shareholders
The general meeting of shareholders was convened by the Hubei Yihua Chemical Industry Co.Ltd(000422) board of directors. On December 28, 2021, the 51st meeting of the 9th board of directors of the company was held by means of communication voting. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted, and it was agreed to convene this general meeting of shareholders to review relevant matters. It was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on December 29, 2021（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-113) was disclosed.
The lawyers of the firm believe that the time and method for the company to issue the notice of the general meeting of shareholders and the convening procedures of the company’s extraordinary general meeting of shareholders comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws and regulations, normative documents, the articles of association and the rules of procedure for the general meeting of shareholders.
2、 Convening of the general meeting of shareholders
1. The shareholders’ meeting adopts a combination of on-site voting and online voting, and the equity registration date is January 10, 2022.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on January 13, 2022 in the conference room on the 26th floor, No. 52 Yanjiang Avenue, Yichang city.
3. The online voting of the general meeting of shareholders is conducted through the Internet voting system or trading system of Shenzhen Stock Exchange, including:
Voting time of Internet voting system: 9:15 a.m. on January 13, 2022 – 3:00 p.m. on January 13, 2022.
Voting time of trading system: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on January 13, 2022.
The lawyers of the firm believe that the convening of the shareholders’ meeting complies with the provisions of the company law, the securities law, the rules for the shareholders’ meeting of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure for the shareholders’ meeting.
3、 Attendance at the meeting
(I) attendance of shareholders and their representatives;
The number of shareholders and authorized representatives of shareholders attending the general meeting of shareholders is 267, and the number of representative shares is 248933822, accounting for 27.7250% of the total voting shares of the company. The number of representative shares of small and medium-sized investors holding less than 5% is 5821137, accounting for 0.6483% of the total voting shares of the company.
The number of shareholders and authorized representatives of shareholders attending the on-site meeting is 0, and the number of representative shares is 0, accounting for 0% of the total voting shares of the company.
A total of 267 shareholders attended the meeting through online voting, with 248933822 representative shares, accounting for 27.7250% of the total voting shares of the company.
(II) the directors and supervisors of the company attended the meeting, and senior managers and lawyers of Hubei Puji law firm attended the meeting as nonvoting delegates.
It is legal and effective, and complies with the provisions of the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
1. The shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot, and counted and monitored the votes in accordance with the procedures specified in relevant laws and regulations and the articles of association.
2. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. shall provide the company with the statistics of the total number of online voting, and the company shall be responsible for its authenticity. 3. The voting results of on-site voting and online voting are combined in this shareholders’ meeting: the matters considered in this shareholders’ meeting have been considered and adopted at the 51st meeting of the ninth board of directors of the company, and the relevant resolutions and announcements have been published in the media designated by the company. The matters considered in this shareholders’ meeting are legitimate and complete.
The general meeting of shareholders considered and adopted the following proposals by combining on-site voting and online voting:
1. The proposal on external guarantee was reviewed and passed (see announcement on external guarantee No. 2021-111 of cninfo.com on December 29, 2021 for details). The proposal is divided into the following six sub proposals:
Proposal 1.01 provides guarantee of no more than 77.5 million yuan for the loan of 77.5 million yuan applied by Inner Mongolia Yihua to Agricultural Bank Of China Limited(601288) Wuhai Wuda sub branch
Total voting:
247220314 shares were agreed, accounting for 99.3117% of the shares held by all shareholders attending the meeting; Against 1710808 shares, accounting for 0.6873% of the shares held by all shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4107629 shares were approved, accounting for 70.5640% of the shares held by minority shareholders attending the meeting; Against 1710808 shares, accounting for 29.3896% of the shares held by minority shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0464% of the shares held by minority shareholders attending the meeting.
Proposal 1.02 provides a guarantee of no more than 20 million yuan for the loan of 20 million yuan applied by Xinjiang Tianyun to the international business settlement center of Kunlun Bank Co., Ltd
Total voting:
247210314 shares were approved, accounting for 99.3076% of the shares held by all shareholders attending the meeting; Against 1720808 shares, accounting for 0.6913% of the shares held by all shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Agreed to 4097629 shares, accounting for 70.3922% of the shares held by minority shareholders attending the meeting; Against 1720808 shares, accounting for 29.5614% of the shares held by minority shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0464% of the shares held by minority shareholders attending the meeting.
Proposal 1.03 provides a guarantee of no more than 100 million yuan for the loan of 100 million yuan applied by Qinghai Yihua to Datong County branch of Bank of Qinghai Co., Ltd
Total voting:
24722114 shares were agreed, accounting for 99.3124% of the shares held by all shareholders attending the meeting; Against 1709008 shares, accounting for 0.6865% of the shares held by all shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4109429 shares were approved, accounting for 70.5950% of the shares held by minority shareholders attending the meeting; Against 1709008 shares, accounting for 29.3587% of the shares held by minority shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0464% of the shares held by minority shareholders attending the meeting.
Proposal 1.04 provides a guarantee of no more than 149.4 million yuan for the loan of 149.4 million yuan applied by Songzi fertilizer to Industrial Bank Co.Ltd(601166) Yichang Branch
Total voting:
247218714 shares were agreed, accounting for 99.3110% of the shares held by all shareholders attending the meeting; Against 1712408 shares, accounting for 0.6879% of the shares held by all shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4106029 shares were approved, accounting for 70.5365% of the shares held by minority shareholders attending the meeting; Against 1712408 shares, accounting for 29.4171% of the shares held by minority shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0464% of the shares held by minority shareholders attending the meeting.
Proposal 1.05 for the loan of RMB 10 million applied by Yihua new materials to Industrial Bank Co.Ltd(601166) Yichang Branch, guarantee the loan of RMB 6.67 million according to the company’s shareholding ratio of Yihua new materials
Total voting:
247231014 shares were approved, accounting for 99.3160% of the shares held by all shareholders attending the meeting; Against 1692208 shares, accounting for 0.6798% of the shares held by all shareholders attending the meeting; 10600 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0043% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4118329 shares were approved, accounting for 70.7478% of the shares held by minority shareholders attending the meeting; Against 1692208 shares, accounting for 29.0701% of the shares held by minority shareholders attending the meeting; 10600 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1821% of the shares held by minority shareholders attending the meeting.
Proposal 1.06 for the 80 million yuan loan applied by Youyi new material to Yichang Branch of Bank of Hubei, guarantee the 27.2 million yuan loan according to the company’s shareholding ratio of Youyi new material, and provide pledge guarantee for the 27.2 million yuan loan with 34% shares of Youyi new material held by the company
Total voting:
247233114 shares, accounting for 99.3168% of the shares held by all shareholders attending the meeting; 1698008 opposed shares, accounting for 0.6821% of the shares held by all shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0011% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4120429 shares were approved, accounting for 70.7839% of the shares held by minority shareholders attending the meeting; 1698008 shares opposed, accounting for 29.1697% of the shares held by minority shareholders attending the meeting; 2700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0464% of the shares held by minority shareholders attending the meeting.
2. The proposal on Amending the articles of association was reviewed and passed (for details of the proposal, see the announcement on Amending the articles of association No. 2021-112 of cninfo.com on December 29, 2021).
Total voting:
Agreed to 247445914 shares, accounting for 99.4023% of the shares held by all shareholders attending the meeting; Against 1481708 shares, accounting for 0.5952% of the shares held by all shareholders attending the meeting; 6200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0025% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
4333229 shares were approved, accounting for 74.4396% of the shares held by minority shareholders attending the meeting; Against 1481708 shares, accounting for 25.4539% of the shares held by minority shareholders attending the meeting; 6200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1065% of the shares held by minority shareholders attending the meeting.
The first motion is a major issue affecting the interests of small and medium-sized investors, and the company has
