Shanghai jintiancheng (Hangzhou) law firm
About Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478)
Of the 2021 annual general meeting
Legal opinion
Address: 12 / F, Huacheng International Development building, No. 308, Fuchun Road, Jianggan District, Hangzhou
Tel: 057189838088 Fax: 057189838099
Post code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478)
Of the 2021 annual general meeting
Legal opinion
To: Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478)
Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) (hereinafter referred to as “the company”) to hold the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the rules for the general meeting of shareholders of listed companies and other laws and regulations The articles of association and other relevant legal opinions (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees 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 is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On April 26, 2022, the company held the 13th meeting of the 4th board of directors and decided to convene the shareholders’ meeting.
The company was posted on cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The notice of Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) on convening the 2021 annual general meeting of shareholders was published on the website. The aforesaid notice of meeting stated the convener of the general meeting of shareholders, the date and time of the meeting (including the date and time of the on-site meeting and the date and time of online voting), the method of holding the meeting, the date of equity registration, the object of attendance, the place of the meeting, the matters to be considered at the meeting, the matters to be registered at the on-site meeting, and the specific operation process of participating in online voting Meeting contact person and contact information. Among them, the date of publication of the announcement has reached 20 days from the convening date of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 13:30 p.m. on May 18, 2022 in the conference room on the third floor of the company’s administrative building.
The shareholders’ meeting was held by combining on-site voting and online voting. The online voting system of the general meeting of shareholders adopts the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time of voting through the Internet voting platform is 9:15-15:00 on May 18, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 10 shareholders and their proxies attended the general meeting, representing 30290695 voting shares, accounting for 235271% of the total shares of the company, including:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. A total of one shareholder and shareholder representative attended the on-site meeting of the shareholders’ meeting, all of whom were registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch as of the afternoon closing of May 13, 2022. These shareholders held 18512065 shares of the company, Accounting for 143785% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the statistical results of online voting, a total of 9 shareholders voted effectively through the online voting system, representing 11778630 voting shares, accounting for 9.1486% 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 organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 8 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 9268630 voting shares, accounting for 7.1990% of the total shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company; and the persons acting in concert of the above shareholders.)
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending and attending the shareholders’ meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendants of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, and is legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice. 4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Review the work report of the board of directors in 2021
Voting results: 29943395 shares were approved, accounting for 988534% of the total number of valid voting shares held by shareholders attending the meeting; Against 347300 shares, accounting for 1.1466% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 8921330 shares are agreed, accounting for 962530% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 347300 shares, accounting for 3.7470% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2. Review the work report of the board of supervisors in 2021
Voting results: 29943395 shares were approved, accounting for 988534% of the total number of valid voting shares held by shareholders attending the meeting; Against 347300 shares, accounting for 1.1466% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 8921330 shares are agreed, accounting for 962530% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 347300 shares, accounting for 3.7470% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
3. Review the company’s 2021 annual financial statement report
Voting results: 29978595 shares were approved, accounting for 989697% of the total number of valid voting shares held by shareholders attending the meeting; 117700 opposed shares, accounting for 0.3886% of the total number of valid voting shares held by shareholders attending the meeting; 194400 shares abstained, accounting for 0.6418% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 8956530 shares are agreed, accounting for 966327% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 117700 shares, accounting for 1.2699% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 194400 shares were abstained, accounting for 2.0974% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
4. Review the 2021 profit distribution plan of the company
Voting results: 29978595 shares were approved, accounting for 989697% of the total number of valid voting shares held by shareholders attending the meeting; 117700 opposed shares, accounting for 0.3886% of the total number of valid voting shares held by shareholders attending the meeting; 194400 shares abstained, accounting for 0.6418% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 8956530 shares are agreed, accounting for 966327% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 117700 shares, accounting for 1.2699% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 194400 shares were abstained, accounting for 2.0974% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
5. Review the proposal on the remuneration of directors of the company in 2022
Voting results: 29943395 shares were approved, accounting for 988534% of the total number of valid voting shares held by shareholders attending the meeting; Against 347300 shares, accounting for 1.1466% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 8921330 shares are agreed, accounting for 962530% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 347300 shares, accounting for 3.7470% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
6. Review the proposal on the remuneration of the company’s supervisors in 2022
Voting results: 29943395 shares were approved, accounting for 988534% of the total number of valid voting shares held by shareholders attending the meeting; Against 347300 shares, accounting for 1.1466% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed. Among them, the voting situation of minority investor shareholders is: 8921330 shares are agreed, accounting for 962530% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 347300 shares, accounting for 3.7470% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
7. Deliberating the proposal on the renewal of the company’s 2022 financial audit institution
Voting results: 30172995 shares were approved, accounting for 996114% of the total number of valid voting shares held by shareholders attending the meeting; The total number of dissenting shares held by shareholders accounted for 117086% of the effective voting rights; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 9150930 shares are agreed, accounting for 987301% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 117700 shares, accounting for 1.2699% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
8. Review on the company and its subsidiaries
