Hunan Qiyuan law firm about Hunan Nanling Industry Explosive Material Co.Ltd(002096)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
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 company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), including the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners The legality and validity of the voting procedures and voting results shall be witnessed by a lawyer and this legal opinion shall be issued.
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 (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 the 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 lawyers is based on the company's commitment that the originals of all documents provided to our lawyers and the copies verified by our lawyers 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 material 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. It is published in the media newspapers designated by the China Securities Regulatory Commission (hereinafter referred to as "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.
In view of this, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the shareholders' meeting:
1、 Convening and convening procedures of the 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 December 29, 2021（ http://www.szse.cn./ ）The notice of Hunan Nanling Industry Explosive Material Co.Ltd(002096) on convening the company's first extraordinary general meeting in 2022 was announced, 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 general meeting of the shareholders' meeting is on the 24 floor conference room of Xintiandi building on January 14, 2022 (Friday) at 4:00 p.m. (24 floor, Xintiandi building, 319 Jinxing Road, Yuelu District, Changsha).
The online voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on the trading day of January 14, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on January 14, 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, 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 registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors of the company or their legally authorized entrusted agents, holding a total of 241038812 shares, accounting for 63.4015% of the total voting shares of the company.
It is verified that 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 online voting statistics provided by Shenzhen Securities Information Co., Ltd., 7 shareholders participated in the shareholders' meeting through online voting, holding 36900 shares of the company, accounting for 0.0097% 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 convener qualification of this general meeting of shareholders is legal and valid.
3、 Information on the interim proposals of the general meeting of shareholders
Upon inspection, no temporary proposal was added to the shareholders' meeting.
4、 Voting procedures and results of the general meeting of shareholders
(I) on site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the on-site open ballot. Before voting on the proposal, the general meeting of shareholders elected two shareholder representatives to participate in vote counting and scrutinizing. The 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 shareholder representatives and the supervisor representatives 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 general meeting of shareholders.
(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 consolidated statistics of the on-site voting and online voting results of each proposal, as follows:
1. The proposal on the extension of the sixth board of directors was considered and adopted
Voting results: 241046012 shares were approved, accounting for 99.9877% of the total number of valid voting shares represented by shareholders participating in the voting; 29700 opposed shares, accounting for 0.0123% of the total number of valid voting shares represented by shareholders participating in the voting; 0 shares waived.
2. The proposal on the extension of the sixth session of the board of supervisors was considered and adopted
Voting results: 241046012 shares were approved, accounting for 99.9877% of the total number of valid voting shares represented by shareholders participating in the voting; 29700 opposed shares, accounting for 0.0123% of the total number of valid voting shares represented by shareholders participating in the voting; 0 shares waived.
3. The proposal on changing supervisors and electing candidates for supervisors was reviewed and adopted
(1) Elect Mr. Xie Huiyi as the non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 241038914 shares were approved, accounting for 99.9805% of the total number of valid voting shares represented by shareholders participating in the voting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares represented by shareholders participating in the voting; 0 shares waived.
(2) Elect Mr. Wang Leyi as the non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 214082914 shares were approved, accounting for 99.9988% of the total number of valid voting shares represented by shareholders participating in the voting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares represented by shareholders participating in the voting; 0 shares waived.
The exchange believes that the voting procedures and voting results of this general meeting of shareholders are legal and valid.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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Principal: our lawyer:
Ding Shaobo, Zhu long
Our lawyer:
Man Hong
January 14, 2022
