Beijing Jindu (Chengdu) law firm
About North Chemical Industries Co.Ltd(002246)
Legal opinion of the 2021 annual general meeting
To: North Chemical Industries Co.Ltd(002246)
Beijing Jindu (Chengdu) law firm (hereinafter referred to as the firm) is entrusted by North Chemical Industries Co.Ltd(002246) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (revised in 2019) (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (revised in 2018) (hereinafter referred to as the company law) China Securities Regulatory Commission (hereinafter referred to as the CSRC), 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 laws, administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents and the relevant provisions of the current effective articles of association, a lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders. In order to issue this legal opinion, lawyer Jindu reviewed the relevant documents provided by the company, including but not limited to: 1 The North Chemical Industries Co.Ltd(002246) articles of Association (hereinafter referred to as the articles of association) approved by the fourth extraordinary general meeting of shareholders in 2020;
2. The announcement on the resolution of the second meeting of the Fifth Board of directors of North Chemical Industries Co.Ltd(002246) the company published on cninfo.com, Shenzhen Stock Exchange website and other information disclosure media designated by the CSRC on April 26, 2022;
3. The announcement on the resolution of the second meeting of the North Chemical Industries Co.Ltd(002246) Fifth Board of supervisors published on cninfo.com, Shenzhen Stock Exchange website and other information disclosure media designated by the CSRC on April 26, 2022;
4. The announcement of North Chemical Industries Co.Ltd(002246) on the notice of convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC on April 26, 2022;
5. The pre approval opinions of North Chemical Industries Co.Ltd(002246) independent directors on matters related to the second meeting of the Fifth Board of directors published on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC on April 26, 2022;
6. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
7. Registration documents and vouchers of shareholders attending the on-site meeting of the general meeting of shareholders;
8. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other meeting documents related to the general meeting of shareholders.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued at this shareholders’ meeting are legal and accurate, and there are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 26, 2022, the second meeting of the Fifth Board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 18, 2022.
On April 26, 2022, the company published the notice of the general meeting of shareholders on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by the CSRC.
(II) convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site meeting and online voting.
If the chairman of the board of directors is not elected to preside over the general meeting of shareholders on the third floor of the company’s headquarters at 1:30 p.m. in accordance with the provisions of the articles of association of Sichuan Province, “the chairman of the board of directors shall not preside over the general meeting of shareholders on the third floor of the company’s headquarters at 18:30 p.m.” This meeting was presided over by Mr. Wei Weihua, a director jointly elected by more than half of the directors.
The online voting time of this shareholders’ meeting is: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 1:00 to 3:00 p.m. on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 18 to 3:00 p.m. on May 18, 2022.
Verified and witnessed by our lawyers, the actual time, place and method of the shareholders’ meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and administrative regulations.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
All shareholders attending the on-site meeting of the general meeting of shareholders are corporate shareholders. Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the business license, legal representative certificate or power of attorney of legal person shareholders attending the on-site meeting of the general meeting of shareholders, and confirmed that there were 6 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 268216918 voting shares, accounting for 488524% of the total voting shares of the company.
According to the relevant data of online voting through the securities trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange provided by the company, a total of 15 shareholders participated in the online voting of the general meeting of shareholders, representing 16216512 voting shares, accounting for 2.9536% of the total voting shares of the company. Among them, there are 16 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 17780067 voting shares, accounting for 3.2384% of the total voting shares of the company.
To sum up, the total number of shareholders attending this general meeting is 21, representing 284433430 voting shares, accounting for 518061% of the total voting shares of the company.
In addition to the above personnel attending the general meeting of shareholders, the personnel attending / attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers of the company and lawyers of the firm.
Since the qualification and number of online voting shareholders are verified and counted by the securities trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange during online voting, our lawyers are unable to verify and confirm such shareholder qualification. On the premise that the qualification of shareholders participating in online voting of this general meeting of shareholders is in line with the provisions of laws, administrative regulations, normative documents and the articles of association, The lawyers of the firm believe that the qualification of the meeting personnel attending the general meeting of shareholders meets the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the 5th board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and our lawyers.
Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Work report of the board of directors in 2021;
284341930 shares were approved, accounting for 999678% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, 91500 shares were opposed, accounting for 0.0322% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting.
Among them, the voting results of small and medium-sized investors were 17 Farasis Energy (Gan Zhou) Co.Ltd(688567) shares of consent shares, accounting for 994854% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting, and 91500 shares of opposition shares, accounting for 0.5146% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting; There are 0 abstention shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights represented by shareholders and shareholder agents attending the general meeting of shareholders.
2. Work report of the board of supervisors in 2021;
284341930 shares were approved, accounting for 999678% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, 91500 shares were opposed, accounting for 0.0322% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting.
Among them, the voting results of small and medium-sized investors were 17 Farasis Energy (Gan Zhou) Co.Ltd(688567) shares of consent shares, accounting for 994854% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting, and 91500 shares of opposition shares, accounting for 0.5146% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting; There are 0 abstention shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights represented by shareholders and shareholder agents attending the general meeting of shareholders.
3. Financial final accounts report for 2021 and financial budget report for 2022;
284341930 shares were approved, accounting for 999678% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, 91500 shares were opposed, accounting for 0.0322% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the shareholders’ meeting.
Among them, the voting results of small and medium-sized investors were 17 Farasis Energy (Gan Zhou) Co.Ltd(688567) shares of consent shares, accounting for 994854% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting, and 91500 shares of opposition shares, accounting for 0.5146% of the total number of small and medium-sized investors with voting rights represented by shareholders and shareholders’ agents attending the general meeting; There are 0 abstention shares, accounting for 0% of the total shares of small and medium-sized investors with voting rights represented by shareholders and shareholder agents attending the general meeting of shareholders.
4. Profit distribution plan for 2021;
284341930 agreed shares, accounting for 999678% of the total voting shares of shareholders and shareholders’ proxy representatives attending the general meeting of shareholders, and 91500 opposed shares, accounting for
