Beijing Deheng (Taiyuan) law firm
About Shanxi Taigang Stainless Steel Co.Ltd(000825)
Legal opinions of the 2021 annual general meeting of shareholders
Add: 26th floor, building T4, China Resources Building, No. 1, Changxing Road, Changfeng business district, Taiyuan, Shanxi
Tel: 03518395811 Fax: 03518395822 zip code: 030006
Beijing Deheng (Taiyuan) law firm
About Shanxi Taigang Stainless Steel Co.Ltd(000825)
Legal opinions of the 2021 annual general meeting of shareholders
To: Shanxi Taigang Stainless Steel Co.Ltd(000825)
Entrusted by Shanxi Taigang Stainless Steel Co.Ltd(000825) (hereinafter referred to as “the company”), Beijing Deheng (Taiyuan) law firm (hereinafter referred to as “the firm”) appointed lawyer Zhaiying and lawyer Liang Huiru to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), to witness the legitimacy of the general meeting of shareholders and issue legal opinions.
This legal opinion is 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”) and other relevant laws, regulations and normative documents, as well as the Shanxi Taigang Stainless Steel Co.Ltd(000825) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Shanxi Taigang Stainless Steel Co.Ltd(000825) shareholders’ meeting (hereinafter referred to as the “rules of shareholders’ meeting”).
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the securities law and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In order to issue this legal opinion, our lawyers attended the meeting and reviewed the following documents, including but not limited to:
(I) articles of Association;
(II) the company’s announcement on the resolutions of the 9th meeting of the 8th board of supervisors and the announcement on the resolutions of the 10th meeting of the 8th board of supervisors;
(III) announcement on resolutions of the 21st Meeting of the 8th board of directors and the 23rd Meeting of the 8th board of directors;
(IV) the notice of Shanxi Taigang Stainless Steel Co.Ltd(000825) on convening the 2021 annual general meeting of shareholders and the notice of Shanxi Taigang Stainless Steel Co.Ltd(000825) on adding temporary proposal and supplementary notice of the 2021 annual general meeting of shareholders published by the company on cninfo.com on April 23, 2022 and May 7, 2022;
(V) registration records and vouchers of shareholders attending the meeting;
(VI) information on the voting of shareholders at the meeting;
(VII) other meeting documents.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. In accordance with the provisions of 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 date of issuance of this legal opinion, the office 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. The legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
1. On April 23, 2022, the board of directors of the company published the notice of Shanxi Taigang Stainless Steel Co.Ltd(000825) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice) on cninfo.com. The notice lists the time, place, convener, method, participants, matters to be considered and registration method of the shareholders’ meeting.
2. On May 7, 2022, the board of directors of the company published the announcement of Shanxi Taigang Stainless Steel Co.Ltd(000825) on the addition of interim proposals and supplementary notice of the general meeting of shareholders in 2021 (hereinafter referred to as the supplementary notice) on cninfo.com.
On May 6, 2022, Taiyuan Iron and steel (Group) Co., Ltd. (hereinafter referred to as “TISCO group”), the controlling shareholder of the company, submitted to the board of directors in writing the letter on increasing the interim proposal of Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 annual general meeting of shareholders, proposing that the board of directors of the company submit the 2021 A-share restricted stock incentive plan (Revised Draft) and its abstract The measures for performance evaluation of the 2021 A-share restricted stock incentive plan (Revised), the measures for equity incentive management (Revised), and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan are submitted to the 2021 annual general meeting of shareholders of the company for deliberation in the form of temporary proposals. According to the company law of the people’s Republic of China, the rules of procedure of the general meeting of shareholders and the articles of association, shareholders who individually or jointly hold more than 3% of the shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal. The lawyers of the firm believe that the submission time, notification time and contents of the above temporary proposals comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders.
3. The general meeting of shareholders of the company was held as scheduled at 2:30 p.m. on May 19, 2022 in the garden Hall of Taiyuan Garden International Hotel, Shanxi Province. The meeting was presided over by Mr. Wei Chengwen, chairman of the company.
4. After verification, the proposal of the general meeting of shareholders belongs to the scope of deliberation of the general meeting of shareholders, and the time, place, method and deliberation items of the meeting are consistent with those listed in the notice and supplementary notice.
Our lawyers believe 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 the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. A total of 40 shareholders and their proxies attended the shareholders’ meeting, representing 3676436127 shares with voting rights, accounting for 64.54% of the total shares of the company; A total of 127 shareholders and shareholder agents voted online, representing 279020302 shares, accounting for 4.90% of the total shares of the company.
All the shareholders attending the meeting were registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the transaction on the equity registration day on May 13, 2022. The qualifications of shareholders attending the meeting are confirmed by the company; All shareholders’ representatives attending the meeting shall hold the power of attorney of shareholders.
2. The directors of the company, Mr. Zhang Xiaodong, Mr. Chai Zhiyong and independent directors, Mr. Mao Xinping, Mr. Liu Xinquan and Mr. Wang Jianhua, attended the shareholders’ meeting via video, and other directors and supervisors attended the on-site meeting of the shareholders’ meeting.
3. The convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders’ meeting voted on 17 proposals listed in the notice by means of on-site voting and online voting. Among them, Taiyuan Iron and steel (Group) Co., Ltd. and its affiliated shareholders need to avoid voting when considering the 8th – 12th proposals, and cannot accept the entrustment of other shareholders to vote on the proposal. For the relevant proposals involving equity incentive, the incentive object and its related shareholders need to avoid voting.
2. After the on-site voting was completed, the shareholders’ representatives and supervisors monitored and counted the votes in accordance with the procedures specified in the articles of association, and counted the on-site voting results. Shenzhen Securities Information Co., Ltd. provided the total number of shares and online voting results of online voting. After the voting, the company consolidated statistics and announced the voting results on the spot.
Overall voting, including the voting of minority shareholders holding less than 5% of the company’s shares
Proposals accounted for the number of attending meetings accounted for the number of attending meetings accounted for the number of attending meetings accounted for the number of attending meetings code proposal name discussion validity table meeting there are meetings there are discussions small and medium-sized shares small and medium-sized shareholders there are discussions small and medium-sized shares consent votes total shares The number of dissenting votes, the number of abstention votes, the number of effective votes, the number of effective voting shares, the number of abstention votes, the proportion of the number of effective votes, the total number of shares, the total number of voting shares, the proportion of the number of voting shares Ratio of total to total
1.00 work of the board of directors in 2021394180161699.65% 24293410.06% 112254720.28% 33525164296.09% 24293410.70% 112254723.22% report
2.00 work of the board of supervisors in 2021394179661699.65% 24343410.06% 112254720.28% 33524664296.08% 24343410.70% 112254723.22% report
3.00 proposal on the 2021 annual report 394180161699.65% 24293410.06% 112254720.28% 33525164296.09% 24293410.70% 112254723.22% and its summary
4.00 proposal on the financial decision of 2021394180711699.65% 24680410.06% 111812720.2833525714296.09% 24680410.71% 111812723.20%
About profit distribution in 2021
5.00 allocation and capital reserve converted into shares 395245878899.92% 29253410.07% 723000.01% 34590881499.14% 29253410.84% 723000.02% this proposal
6.00 proposal on the comprehensive budget of 2022395299808899.94% 23191410.06% 1392000.01% 34644811499.30% 23191410.66% 1392000.04%
7.00 proposal on investment budget of fixed assets 3953 Guangdong Chaohua Technology Co.Ltd(002288) 99.94% 23149410.06% 1392000.01% 34645231499.30% 23149410.66% 1392000.04% in 2022
About and Baowu huanke Shanxi
Resource Recycling Co., Ltd
8.00 the company signed the Shanxi Taigang Stainless Steel Co.Ltd(000825) solid waste 34656585499.30% 23620410.68% 742000.02% 34647021499.30% 23620410.68% 742000.02% processing business operation service agreement
Proposal of the conference
About Baowu water science and technology
9.00 the company signed TISCO 346560
