Shanghai jintiancheng law firm
About Jiangxi Black Cat Carbon Black Inc.Ltd(002068)
Of the 2021 annual general meeting
Legal opinion
Address: floor 9/11/12, Shanghai center building, No. 501, Yincheng Middle Road, Pudong New Area, Shanghai Tel.: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Jiangxi Black Cat Carbon Black Inc.Ltd(002068)
Of the 2021 annual general meeting
Legal opinion
To: Jiangxi Black Cat Carbon Black Inc.Ltd(002068)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") is entrusted by Jiangxi Black Cat Carbon Black Inc.Ltd(002068) (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 of the general meeting of shareholders of listed companies and other laws This legal opinion is issued in accordance with the relevant provisions of laws and regulations, other normative documents and Jiangxi Black Cat Carbon Black Inc.Ltd(002068) articles of Association (hereinafter referred to as the articles of association). Affected by the epidemic of novel coronavirus pneumonia, the lawyers assigned by the exchange witnessed the shareholders' meeting of the company by video. 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 on-site meeting of the company's general meeting by video. 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.
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
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The company published the notice of Jiangxi Black Cat Carbon Black Inc.Ltd(002068) on convening the 2021 annual general meeting of shareholders on the designated disclosure media on April 22, 2022, announcing the time, place, deliberation items, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 20 days from the date of the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was originally scheduled to be held at 14:00 p.m. on May 19, 2022 in the conference room on the third floor of kaimenzi Hotel, No. 1055, CIDU Avenue, Jingdezhen city. On May 17, 2022, the company published the announcement of Jiangxi Black Cat Carbon Black Inc.Ltd(002068) on changing the venue of the 2021 annual general meeting of shareholders on the designated disclosure media. Based on the requirements of epidemic prevention and control, the venue of the on-site meeting of the general meeting of shareholders was changed to "conference room 2, floor 3, building 1, Zijing Hotel, No. 9, Zijing Road, Changnan Avenue, Jingdezhen city". Online voting will be conducted from 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 19, 2022 through the trading system of Shenzhen Stock Exchange, and from 9:15 to 15:00 on May 19, 2022 through the Internet voting system of Shenzhen Stock Exchange.
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 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
1. According to the signature, power of attorney, shareholder account card and other materials of the company's shareholders attending the on-site meeting of the general meeting of shareholders, four shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders, representing 351223237 shares with voting rights, accounting for 469475% of the total shares of the company.
After verification by the lawyers of the firm, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. A total of 4 shareholders participated in the online voting of the general meeting of shareholders, representing 27109 shares with voting rights, accounting for 0.0036% of the total shares of the company.
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, our lawyers verified the identity of voting shareholders reflected in the statistical table of online voting results of the general meeting of shareholders provided by Shenzhen Stock Exchange. Our lawyers believe that the qualification of shareholders participating in the online voting of the general meeting of shareholders is legal and valid.
3. After verification, other personnel attending the on-site meeting of the general meeting of shareholders are directors, supervisors and other senior managers of the company, who are qualified to attend the general meeting of shareholders.
3、 Proposals considered at the general meeting of shareholders
After verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company belong to the scope of authority of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice of convening the general meeting of shareholders; There was no amendment to the notice of the general meeting of shareholders. 4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the shareholders' meeting, the shareholders' meeting voted on the deliberation items by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. 2. Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. 3. Deliberated and adopted the 2021 annual report and summary
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares.
4. Deliberated and adopted the financial final accounts report of 2021
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. 5. The annual profit distribution plan for 2021 was reviewed and approved
Voting results: 351247846 shares were approved, accounting for 999993% of the total voting shares attending the meeting; Against 2500 shares, accounting for 0.0007% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares.
Among the above valid voting shares participating in the meeting, the voting results of minority shareholders are: 435609 shares, accounting for 994294% of the total voting shares held by minority shareholders participating in the meeting; Against 2500 shares, accounting for 0.5706% of the total voting shares held by minority shareholders at the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by minority shareholders.
6. Deliberated and adopted the 2021 annual internal control evaluation report
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. 7. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. Among the above valid voting shares participating in the meeting, the voting results of minority shareholders are: 438109 shares, accounting for 100% of the total voting shares held by minority shareholders participating in the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by minority shareholders.
8. The proposal on the total amount and authorization of credit granted by the company to the bank in 2022 was deliberated and passed
Voting results: 351250346 shares were approved, accounting for 100% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares at the meeting; 0 shares abstained, accounting for 0% of the total voting shares. 9. The proposal on the company providing guarantee for subsidiaries in 2022 was deliberated and adopted
Voting results: 351249337 shares were approved, accounting for 999997% of the total voting shares attending the meeting; Against 1009 shares, accounting for 0.0003% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares.
Among the above valid voting shares participating in the meeting, the voting results of minority shareholders are: 437100 shares, accounting for 997697% of the total voting shares held by minority shareholders participating in the meeting; Against 1009 shares, accounting for 0.2303% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by minority shareholders
10. The proposal on the estimation of the amount of daily connected transactions in 2022 was deliberated and adopted
Related shareholders of this proposal abstain from voting. Voting results: 96506526 shares were agreed, accounting for 100% of the total voting shares attending the meeting; The total number of shares with voting rights is 0%; 0 shares abstained, accounting for 0% of the total voting shares.
Among the above valid voting shares participating in the meeting, the voting results of minority shareholders are: 438109 shares, accounting for 100% of the total voting shares held by minority shareholders participating in the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by minority shareholders.
The shareholders attending the on-site meeting of the general meeting of shareholders of the company voted on the above deliberation matters by open ballot, and the relevant vote counting and monitoring were carried out in accordance with the rules of the general meeting of shareholders of listed companies and the articles of association.
Some shareholders of the company conducted online voting on the above matters discussed at the general meeting of shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange, and Shenzhen stock exchange provided the voting statistics of this online voting.
According to the verification of our lawyers, the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, administrative regulations and other normative documents as well as the articles of association. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of the 2021 annual general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, administrative regulations, other normative documents and the articles of association, and the voting results are legal and valid. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng law firm on the Jiangxi Black Cat Carbon Black Inc.Ltd(002068) 2021 annual general meeting of shareholders)
Handling lawyer of Shanghai jintiancheng law firm:
Sun Jinru
Person in charge: Handling lawyer:
Gu Gongyun and Bai fan
May 19, 2022 Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi'an, Guangzhou, Changchun, Wuhan, Urumqi, Hong Kong and London
Address: floor 9/11/12, Shanghai center building, No. 501, Yincheng Middle Road, Pudong New Area, Shanghai 200120
Tel: (86) 2120511000; Fax: (86) 2120511999 website: http://www.allbrightlaw.com./
