Hunan Qiyuan law firm about Hunan Nanling Industry Explosive Material Co.Ltd(002096)
Of the 2021 annual general meeting
Legal opinion
May, 2002
To: Hunan Nanling Industry Explosive Material Co.Ltd(002096)
Entrusted by Hunan Nanling Industry Explosive Material Co.Ltd(002096) (hereinafter referred to as "the company"), Hunan Qiyuan law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting of shareholders"), and witnessed the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and the legitimacy and validity of the voting results, And issue this legal opinion.
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) (hereinafter referred to as the "rules for the general meeting of shareholders") and other current Chinese laws and regulations This legal opinion is issued in accordance with the relevant provisions of normative documents and Hunan Nanling Industry Explosive Material Co.Ltd(002096) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyer declares as follows:
(I) the legal opinion issued by our lawyer is based on the company's commitment that the originals of all documents provided to our lawyer and the copies checked by our lawyer to be consistent with the originals are true, complete and reliable, without concealment, falsehood or major omissions.
(II) our lawyers have followed the principles of diligence and good faith, strictly performed their statutory duties, and fully verified the facts that have occurred or exist before the issuance date of this legal opinion, so as 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.
(III) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. In order to express this legal opinion, our lawyers have examined the following materials provided by the company according to law:
1. Published in the media newspapers designated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）Notice and other announcement matters related to the general meeting of shareholders;
2. Identity certificates, shareholding certificates, power of attorney, etc. of shareholders or their agents attending the meeting;
3. The register of shareholders of the company on the equity registration date of the shareholders' meeting, the registration records of shareholders attending the on-site meeting and relevant materials;
4. Statistical results of online voting;
5. Documents and voting materials of the general meeting of shareholders.
The legal opinions on this shareholders' meeting are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) after verification, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company held a meeting on the media newspaper designated by the CSRC and the website of Shenzhen Stock Exchange on April 28, 2022（ http://www.szse.cn./ ）The notice on convening the 2021 annual general meeting of shareholders of the company was announced on the, which announced the time, place, method, proposal content and other matters of the meeting.
(II) the general meeting of shareholders is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 4:00 p.m. on Wednesday, May 18, 2022 in the conference room on the 24th floor of Xintiandi building (on the 24th floor of Xintiandi building, No. 319, Jinxing Middle Road, Yuelu District, Changsha).
The shareholders' meeting of Shenzhen Stock Exchange will be held from 13:00 a.m. to 15:30 p.m. on May 9, 2029, and the voting time of the online trading system is from 2:00 a.m. to 15:30 p.m. on May 15, 2029; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022. Upon inspection, the time, place, method and content of the shareholders' meeting are consistent with the notice and announcement of the meeting.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) on site meeting
Upon inspection, there are 2 Shareholders and their authorized representatives attending the on-site meeting of the general meeting of shareholders, all of whom are shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors or their legally authorized entrusted agents, holding 241038812 shares in total, accounting for 634015% of the total voting shares of the company.
According to the inspection, in addition to the above shareholders and shareholders' agents, the current directors, supervisors, Secretary of the board of directors, other senior managers and lawyers of the company attend / attend the shareholders' meeting as nonvoting delegates. These personnel have the qualifications to attend / attend the meeting as nonvoting delegates specified in laws, regulations and the articles of association.
The exchange believes that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders is legal and valid.
(II) online voting
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders participated in the shareholders' meeting through online voting, holding 2024000 shares of the company, accounting for 0.5324% of the total shares of the company on the equity registration date of the shareholders' meeting.
The qualification of shareholders voting through the online voting system has been verified by the identity verification institution.
(III) meeting convener qualification
The general meeting of shareholders is convened by the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders is legal and valid.
3、 Proposal of the extraordinary general meeting of shareholders
Upon inspection, there is no additional temporary proposal at this shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
(I) on site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. Before voting on the proposal, the general meeting of shareholders elected two shareholder representatives to participate in vote counting and vote monitoring. Shareholders attending the meeting and their proxies deliberated and voted on the proposals included in the agenda of the shareholders' meeting item by item. After the voting, the representatives of shareholders and supervisors elected by the meeting and the lawyers of the exchange shall be jointly responsible for counting and supervising the votes. The scrutineer announced the voting situation and results on the spot.
(II) online voting
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders' meeting.
(III) voting results
In the witness of our lawyers, the representatives of shareholders and supervisors of the company together determined the final voting results of each proposal based on the combined statistics of the on-site voting and online voting results of each proposal, as follows:
1. The work report of the board of directors in 2021 was reviewed and adopted
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
2. Reviewed and approved the work report of the board of supervisors of the company in 2021
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
3. The proposal on the company's financial final accounts in 2021 was reviewed and approved
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
4. The proposal of the company's 2022 financial budget plan was reviewed and approved
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
5. The proposal of the company's profit distribution plan for 2021 was reviewed and approved
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 2019500 shares were agreed, accounting for 997777% of the total number of valid voting shares represented by small and medium-sized shareholders participating in the voting; Against 4500 shares, accounting for 0.2223% of the total number of valid voting shares represented by minority shareholders participating in the voting; Abstain 0 shares.
6. The company's 2021 annual report and summary of annual report were reviewed and approved
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
7. The proposal on the company's application for credit from the bank was deliberated and adopted
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
8. The proposal on signing the related party transaction agreement between the company and related parties was reviewed and adopted
The voting result is: 2015500 shares are approved, accounting for 995800% of the total number of valid voting shares represented by shareholders participating in the voting; 8500 dissenting shares, accounting for 0.4200% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 2015500 shares were agreed, accounting for 995800% of the total number of effective voting shares represented by small and medium-sized shareholders participating in the voting; 8500 opposed shares, accounting for 0.4200% of the total number of valid voting shares represented by minority shareholders participating in the voting; Abstain 0 shares.
Related shareholders Hunan Nanling Chemical Group Co., Ltd. and Hunan shenax Investment Management Co., Ltd. avoided voting.
9. The proposal for daily connected transactions in 2022 was considered and adopted
The total number of voting shares approved by shareholders: 580099% of the total number of valid voting shares; Against 4500 shares, accounting for 0.2223% of the total number of valid voting shares represented by shareholders participating in the voting; Abstained 4000 shares.
Among them, the voting results of small and medium-sized investors: 2015500 shares were agreed, accounting for 995800% of the total number of effective voting shares represented by small and medium-sized shareholders participating in the voting; Against 4500 shares, accounting for 0.2223% of the total number of valid voting shares represented by minority shareholders participating in the voting; Abstained 4000 shares.
Related shareholders Hunan Nanling Chemical Group Co., Ltd. and Hunan shenax Investment Management Co., Ltd. avoided voting.
10. The proposal on the assessment and settlement of the remuneration of the company's directors and supervisors in 2021 was reviewed and adopted. The voting results were as follows: 243054312 shares were agreed, accounting for 999965% of the total effective voting shares represented by the voting shareholders; 8500 dissenting shares, accounting for 0.0035% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 2015500 shares were agreed, accounting for 995800% of the total number of effective voting shares represented by small and medium-sized shareholders participating in the voting; 8500 opposed shares, accounting for 0.4200% of the total number of valid voting shares represented by minority shareholders participating in the voting; Abstain 0 shares.
11. Deliberated and adopted the Trial Measures for the remuneration of directors and supervisors of the company in 2022
The voting result is: 243054312 shares are approved, accounting for 999965% of the total number of valid voting shares represented by shareholders participating in the voting; 8500 dissenting shares, accounting for 0.0035% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 2015500 shares were agreed, accounting for 995800% of the total number of effective voting shares represented by small and medium-sized shareholders participating in the voting; 8500 opposed shares, accounting for 0.4200% of the total number of valid voting shares represented by minority shareholders participating in the voting; Abstain 0 shares.
12. The proposal on Amending the articles of association was considered and adopted
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than 2 / 3 of the voting rights held by shareholders and shareholder agents attending the general meeting of shareholders.
13. The proposal on Amending the rules of procedure of the board of directors was considered and adopted
The voting result is: 243058312 shares are approved, accounting for 999981% of the total number of valid voting shares represented by shareholders participating in the voting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain 0 shares.
14. The proposal on Amending the rules of procedure of the general meeting of shareholders was considered and adopted
The voting result is: 243058312 shares are approved, accounting for the valid number of shareholders participating in the voting
