Guohao law firm (Xi'an)
About Shaanxi Sirui New Material Co., Ltd
Of the 2021 annual general meeting
Legal opinion
To: Shaanxi Sirui New Material Co., Ltd
According to 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 other laws, administrative regulations and normative documents, Guohao law firm (Xi'an) (hereinafter referred to as "Guohao") accepts the entrustment of Shaanxi Sirui new materials Co., Ltd. (hereinafter referred to as "the company"), Appoint a lawyer to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting") and witness the relevant matters of the general meeting of shareholders, and issue this legal opinion according to law.
Guohao and its handling lawyers have strictly performed their statutory duties 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
This legal opinion is only for the purpose of the company's 2021 annual general meeting of shareholders. The exchange and the handling lawyer agree that this legal opinion shall be announced together with the resolution of the company's current general meeting of shareholders and other information disclosure materials.
In order to issue this legal opinion, the handling lawyer of the office reviewed the following documents provided by the company:
1. Articles of association of Shaanxi Sirui new materials Co., Ltd. (hereinafter referred to as "articles of association"); 2. Resolution of the 43rd meeting of the 4th board of directors held on April 21, 2022;
3. Resolutions of the eighth meeting of the second board of supervisors held by the company on April 21, 2022;
4. The notice of Shaanxi Sirui New Material Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the meeting") published on the website of Shanghai Stock Exchange on April 25, 2022; 5. Registration records and voucher materials of shareholders attending the general meeting of shareholders of the company;
6. Documents of the general meeting of shareholders of the company.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the handling lawyer of the firm issued the following opinions on the legal issues related to the convening and convening of the general meeting of shareholders:
1、 On the convening and convening procedures of this general meeting of shareholders
On April 25, 2022, the board of directors of the company issued a notice of the meeting of the 2021 annual general meeting of shareholders to the shareholders of the company on the information disclosure website designated by the CSRC. After verification, the relevant notices and announcements specify the date, time and place of the meeting, and explain the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, contact number, contact name and other matters.
The shareholders' meeting was convened by the board of directors of the company and held at 14:00 p.m. on May 18, 2022 in the conference room on the fourth floor of the company, No. 12 zhangbaqi Road, high tech Zone, Xi'an. The date, time, place and other matters of the meeting are consistent with those disclosed in the meeting notice. The convening and convening procedures of this meeting comply with the company's laws and regulations, the rules for the general meeting of shareholders of listed companies and the articles of association.
The online voting of this general meeting of shareholders adopts the online voting system of Shanghai Stock Exchange. The time of online voting through the voting platform of the trading system is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The online voting time is consistent with the content of the notice.
After verification, lawyer Guohao believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, securities law, information disclosure rules and other laws, administrative regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the shareholders' meeting and Convener
1. Shareholders attending the meeting and entrusted agents
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the examination of the shareholder's shareholding certificate, legal representative's identity certificate, shareholder's power of attorney and personal identity certificate submitted by the personnel attending the shareholders' meeting, as well as the relevant data of online voting through the online voting system of Shanghai stock exchange provided by the company, there are 20 shareholders, entrusted agents and shareholders voting online, Representing 268402778 shares of the company, the number of voting rights held by shareholders attending the meeting accounted for 670990% of the company's voting rights.
2. Other persons attending the meeting
After verification, in addition to the above shareholders and entrusted agents, the participants at the meeting also include the company's directors, supervisors, senior managers and witness lawyers, who are legally qualified to attend the general meeting of shareholders.
3. Convener
After verification, the general meeting of shareholders of the company was convened by the board of directors, and the proposal on convening the general meeting of shareholders was deliberated and adopted at the 43rd meeting of the Fourth Board of directors held on April 21, 2022, which is in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and the convener's qualification is legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
Witnessed by the lawyer in charge of the office, the general meeting of shareholders considered and voted on the proposals listed in the notice of meeting by the combination of on-site voting and online voting. After counting and monitoring the votes according to the specified procedures, the voting results were announced on the spot.
(II) voting results
The general meeting of shareholders deliberated and adopted the following proposals:
1. Proposal on the work report of the board of directors in 2021
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting;
694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
2. Proposal on the work report of the board of supervisors in 2021
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
3. Proposal on the performance report of independent directors of the company in 2021
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
4. Proposal on the company's 2021 annual financial statement report
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
5. Proposal on the company's 2021 annual report and summary
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
6. Proposal on the company's profit distribution plan in 2021
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
7. Proposal on reappointment of the company's audit institution in 2022
Voting results: 267707867 shares were approved, accounting for 997410% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.2590% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
8. Proposal on the ratification of the excess part of daily connected transactions in 2021 and the expected daily connected transactions in 2022
Voting results: 92907494 shares were approved, accounting for 992575% of the total number of valid voting shares attending the meeting; 694911 opposition shares, accounting for 0.7425% of the total number of valid voting shares attending the meeting; Abstain from 0 shares and 0% of the total number of valid voting shares attending the meeting.
The meeting adopted a combination of on-site open voting and online voting to vote on the proposals listed in the meeting notice. The company counts and monitors the on-site voting according to the procedures specified in relevant laws and regulations and the articles of association, and the online voting system of Shanghai Stock Exchange provides the voting results of online voting. According to the summary voting results of on-site voting and online voting, the proposals listed in the meeting notice were considered and adopted at this meeting. The company has separately counted and disclosed the voting situation of small and medium-sized investors.
Lawyer Guohao believes that the voting procedures and votes of the company's general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, lawyer Guohao believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law and other laws, administrative regulations, normative documents and the articles of Association; The qualifications of the persons attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this meeting are legal and valid.
——The text of this legal opinion ends——
