Guohao law firm (Xi’an)
About Western Metal Materials Co.Ltd(002149)
Of the 2021 annual general meeting
Legal opinion
To: Western Metal Materials Co.Ltd(002149)
In accordance with 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, administrative regulations and normative documents of the China Securities Regulatory Commission, Entrusted by Western Metal Materials Co.Ltd(002149) (hereinafter referred to as “the company”), Guohao law firm (Xi’an) (hereinafter referred to as “the firm”) appoints lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), witness the relevant matters of the general meeting of shareholders and issue this legal opinion according to law.
In accordance with 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 issuance date of this legal opinion, Guohao and its handling lawyers have strictly performed their statutory duties, 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. The Western Metal Materials Co.Ltd(002149) articles of Association (hereinafter referred to as the “articles of association”);
2. Resolution of the 16th meeting of the 7th board of directors of the company on April 12, 2022;
3. Announcement on the resolution of the 16th meeting of the seventh board of directors published on cninfo.com and the website of Shenzhen Stock Exchange on April 14, 2022;
Notice on the annual general meeting of shareholders of Shenzhen Stock Exchange (hereinafter referred to as “notice on the annual general meeting of shareholders of Shenzhen Stock Exchange”)
5. Registration of shareholders’ attendance at the general meeting of shareholders of the company and documents;
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、 Convening and convening procedures of this general meeting of shareholders
According to the resolution of the 16th meeting of the 7th board of directors on April 12, 2022, the notice of Western Metal Materials Co.Ltd(002149) on convening the 2021 annual general meeting of shareholders published on cninfo.com and the website of Shenzhen Stock Exchange on April 14, 2022 and the provisions of the articles of association, the general meeting of shareholders was held in room Western Metal Materials Co.Ltd(002149) 328, No. 15, Xijin Road, Jingwei Industrial Park, economic development zone, Xi’an, Shaanxi Province on May 18, 2022. The shareholders attending the meeting deliberated on the matters listed in the notice of meeting and exercised their voting rights. 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, the securities law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
1. After the handling lawyer of the office reviewed the unit certificate, legal representative identity certificate, power of attorney, natural person shareholder identity certificate and power of attorney of the company’s legal person shareholders attending the on-site meeting, the on-site attendees of the general meeting are as follows:
(1) There were 4 shareholders and shareholder representatives attending the shareholders’ meeting, and the number of voting shares represented was 175076492, accounting for 358606% of the total voting shares of the company.
(2) Some directors, supervisors and senior managers of the company.
2. According to the relevant data of online voting through the system of Shenzhen stock exchange provided by the company, 18 shareholders voted effectively through the online voting system at this meeting, representing 11430350 voting shares, accounting for 2.3413% of the total voting shares of the company.
The office and the handling lawyer believe that the qualifications of the above participants meet the provisions of laws, administrative regulations, normative documents and the articles of association.
(II) qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which meets the convener qualification specified in laws, administrative regulations, normative documents and the articles of association.
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, and announced the voting results on the spot after counting and monitoring the votes according to the specified procedures.
(II) voting results
The general meeting of shareholders deliberated and adopted the following proposals:
1. Work report of the board of directors in 2021;
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 2. Work report of the board of supervisors in 2021;
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 3. 2021 annual report and summary of annual report;
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
4. Financial statement report of 2021
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 5. Profit distribution plan for 2021
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 6. Proposal on the estimated amount of daily connected transactions in 2022
63591254 shares were approved, accounting for 999912% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0088% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
The proposal involves related party transactions, and the shareholder Northwest Nonferrous Metals Research Institute avoided voting.
7. The proposal on Authorizing the chairman to sign loan contracts and asset mortgage financing contracts from financial institutions agreed to 186501242 shares, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 8. Proposal on providing guarantee for holding subsidiaries
Agree to 185785442 shares, accounting for 996132% of the total voting shares held by shareholders attending the meeting; Against 721400 shares, accounting for 0.3868% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 9. Financial budget report for 2022
Agree to 185785442 shares, accounting for 996132% of the total voting shares held by shareholders attending the meeting; Against 721400 shares, accounting for 0.3868% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 10. Proposal on reappointment of audit institutions in 2022
186501242 shares were approved, accounting for 999970% of the total voting shares held by shareholders attending the meeting; 5600 opposition shares, accounting for 0.0030% of the total voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by shareholders attending the meeting. 4、 Concluding observations
Based on the above facts, the exchange and the handling lawyer believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of Association; The qualifications of the participants and convener of the meeting are legal and valid; The voting procedures and results of this meeting are legal and valid.
——The text of this legal opinion ends——
