Notice of Beijing Zhonglun law firm on Xinxing Ductile Iron Pipes Co.Ltd(000778)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Zhonglun law firm
About Xinxing Ductile Iron Pipes Co.Ltd(000778)
Of the 2021 annual general meeting
Legal opinion
To: Xinxing Ductile Iron Pipes Co.Ltd(000778)
Entrusted by Xinxing Ductile Iron Pipes Co.Ltd(000778) (hereinafter referred to as "the company"), Beijing Zhonglun law firm (hereinafter referred to as "the firm") appoints its lawyers to witness the legitimacy of the company's 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders") and issue the legal opinion of Beijing Zhonglun law firm on Xinxing Ductile Iron Pipes Co.Ltd(000778) 2021 annual general meeting of shareholders (hereinafter referred to as "the legal opinion"). In accordance with the securities law of the people's Republic of China (hereinafter referred to as 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 (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out 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 major omissions, and bear corresponding legal liabilities.
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), 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") of China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange Normative documents and Xinxing Ductile Iron Pipes Co.Ltd(000778) shares
Legal opinion
Issued in accordance with the articles of association of the limited company (hereinafter referred to as the "articles of association") and the rules of procedure of Xinxing Ductile Iron Pipes Co.Ltd(000778) shareholders' meeting (hereinafter referred to as the "rules of procedure of shareholders' meeting").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualification of attendees, the qualification of conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the articles of association and the rules of procedure of 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.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions: I. the convening procedure of this shareholders' meeting
1. On April 15, 2022, the company held the 11th meeting of the 9th board of directors, deliberated and adopted the proposal on the company's convening of the 2021 annual general meeting of shareholders.
2. On April 19, 2022, the company published the notice of Xinxing Ductile Iron Pipes Co.Ltd(000778) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the meeting") on the information disclosure website cninfo.com and the media designated by the CSRC, which discussed the convener, holding time, holding method, equity registration date, participants, meeting place, meeting deliberations, meeting registration All shareholders were informed of the specific operation process, meeting contact information and other matters of online voting in the form of announcement. Notice of meeting
Legal opinion
The publication date of is 20 days from the date of the shareholders' meeting.
After verification, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of Association and the rules of procedure of shareholders' meeting. 2、 Convening procedures of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Thursday, May 19, 2022 in the conference room of the company in plant 2672, Wu'an city, Hebei Province.
3. 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 13:00 to 15:00 p.m. on May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on May 19, 2022.
The method, time and place of the general meeting of shareholders are in line with the contents of the notice of meeting.
After verification, our lawyers believe that the convening of this shareholders' meeting complies with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of shareholders' meeting. 3、 Qualification of attendees and conveners of the general meeting of shareholders
1. Upon inspection, 66 shareholders and their proxies attended the general meeting of shareholders of the company, and 1675780908 representative shares, accounting for 419989% of the total voting shares of the company, were registered shareholders on the equity registration date.
(1) According to the verification of our lawyers, there were 6 shareholders and shareholders' agents present at the shareholders' meeting, with 1595952784 representative shares, accounting for 399982% of the total voting shares of the company. The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders' agents attending the meeting and the relevant information of shareholders' registration are legal and valid.
Legal opinion
(2) According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, 60 shareholders and shareholders' agents voted through the online voting system during the online voting time, representing a total of 79828124 shares, accounting for 2.0007% of the total voting shares of the company. The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting.
2. Some directors, supervisors and other senior managers of the company attended and attended the shareholders' meeting as nonvoting delegates. Lawyers of the firm witnessed the shareholders' meeting via video.
3. The convener of this shareholders' meeting is the 9th board of directors of the company.
Our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders 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. 4、 Voting procedures and results of this general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the proposals of the general meeting of shareholders by open ballot, and conducted vote monitoring, vote inspection and vote counting in accordance with the provisions of the articles of association. The shareholders and shareholders' agents attending the meeting did not raise objections to the voting results, and announced the on-site voting results on the spot. The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
According to the company's consolidated statistics of the voting results of on-site voting and online voting, the following proposals were considered and adopted at the general meeting of shareholders:
1. Work report of the board of directors in 2021
Total voting:
1674442911 shares were approved, accounting for 999202% of the shares held by all shareholders attending the meeting; Against 906397 shares, accounting for 0.0541% of the shares held by all shareholders attending the meeting; 431600 shares abstained, accounting for
Legal opinion
0.0258% of the shares held by all shareholders at the meeting.
Voting of minority shareholders:
78540794 shares were approved, accounting for 983250% of the shares held by minority shareholders attending the meeting; Against 906397 shares, accounting for 1.1347% of the shares held by minority shareholders attending the meeting; 431600 shares were abstained, accounting for 0.5403% of the shares held by minority shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
Total voting:
1674045011 shares were approved, accounting for 998964% of the shares held by all shareholders attending the meeting; Against 906397 shares, accounting for 0.0541% of the shares held by all shareholders attending the meeting; 829500 shares were abstained, accounting for 0.0495% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
78142894 shares were approved, accounting for 978268% of the shares held by minority shareholders attending the meeting; Against 906397 shares, accounting for 1.1347% of the shares held by minority shareholders attending the meeting; 829500 shares were abstained, accounting for 1.0384% of the shares held by minority shareholders attending the meeting.
3. Financial statement report of 2021
Total voting:
1674442911 shares were approved, accounting for 999202% of the shares held by all shareholders attending the meeting; Against 911397 shares, accounting for 0.0544% of the shares held by all shareholders attending the meeting; 426600 shares were abstained, accounting for 0.0255% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
78540794 shares were approved, accounting for 983250% of the shares held by minority shareholders attending the meeting; Against 911397 shares, accounting for 1.1410% of the shares held by minority shareholders attending the meeting; 426600 shares were abstained, accounting for 0.5341% of the shares held by minority shareholders attending the meeting.
Legal opinion
Summary and annual report 2024
Total voting:
1674442911 shares were approved, accounting for 999202% of the shares held by all shareholders attending the meeting; Against 1017897 shares, accounting for 0.0607% of the shares held by all shareholders attending the meeting; 320100 shares were abstained, accounting for 0.0191% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
78540794 shares were approved, accounting for 983250% of the shares held by minority shareholders attending the meeting; Against 1017897 shares, accounting for 1.2743% of the shares held by minority shareholders attending the meeting; 320100 shares were abstained, accounting for 0.4007% of the shares held by minority shareholders attending the meeting.
5. Profit distribution plan for 2021
Total voting:
1674550711 shares were agreed, accounting for 999266% of the shares held by all shareholders attending the meeting; Against 1194797 shares, accounting for 0.0713% of the shares held by all shareholders attending the meeting; Abstained from 35400 shares, accounting for 0.0021% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
78648594 shares were approved, accounting for 984599% of the shares held by minority shareholders attending the meeting; Against 1194797 shares, accounting for 1.4958% of the shares held by minority shareholders attending the meeting; 35400 shares were abstained, accounting for 0.0443% of the shares held by minority shareholders attending the meeting.
6. Proposal on daily operation of connected transactions in 2022
Total voting:
79914308 shares were approved, accounting for 986930% of the shares held by all shareholders attending the meeting; Against 911397 shares, accounting for 1.1256% of the shares held by all shareholders attending the meeting; 146900 shares were abstained, accounting for 0.1814% of the shares held by all shareholders attending the meeting.
Legal opinion
Voting of minority shareholders:
78820494 shares were approved, accounting for 986751% of the shares held by minority shareholders attending the meeting; Against 911397 shares, accounting for 1.1410% of the shares held by minority shareholders attending the meeting; 146900 shares were abstained, accounting for 0.1839 of the shares held by minority shareholders attending the meeting
