Beijing Jincheng Tongda law firm
about
2021 annual general meeting of shareholders
of
Legal opinion
Jin Zheng FA Yi [2022] Zi 0519 No. 0420
100004, 10th floor, building a, international trade building, No. 1 Jianguomenwai street, Beijing Tel: 01057068585 Fax: 01085150267
Beijing Jincheng Tongda law firm
about
Of the 2021 annual general meeting of shareholders
Legal opinion
Jin Zheng FA Yi [2022] Zi 0519 No. 0420 to: Hbis Resources Co.Ltd(000923)
Hired by Hbis Resources Co.Ltd(000923) (hereinafter referred to as " Hbis Resources Co.Ltd(000923) " or "the company") and appointed by Beijing Jincheng Tongda law firm (hereinafter referred to as "the firm"), the lawyers of the firm attended the annual general meeting of shareholders in Hbis Resources Co.Ltd(000923) 2021 and issued legal opinions on relevant matters of the meeting.
According to the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company 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 the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for the implementation of online voting") According to the requirements of laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the provisions of the Hbis Resources Co.Ltd(000923) articles of Association (hereinafter referred to as the "articles of Association"), before and during the meeting, our lawyers reviewed the relevant materials related to the shareholders' meeting and the convening procedures of the shareholders' meeting, The legitimacy of important matters such as the qualification of the personnel attending the meeting, the qualification of the convener, the deliberation of the proposal, the voting method, voting procedure and voting results of the general meeting of shareholders were verified. Due to the need of covid-19 epidemic prevention and control, our lawyers attended the meeting by video and witnessed the meeting.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm express the following legal opinions: I. the convening and convening procedures of this general meeting of shareholders
Hbis Resources Co.Ltd(000923) the annual general meeting of shareholders in 2021 was convened by the resolution of the sixth meeting of the seventh board of directors of the company,
It was published on China Securities Journal, securities times and cninfo on April 27, 2022（ http://www.cn.info.com.cn. ）The notice of Hbis Resources Co.Ltd(000923) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the meeting") was announced on the. The notice of the meeting has listed the time, place, content and other relevant matters of the shareholders' meeting.
1. Convener:
The board of directors of the company.
2. Meeting mode:
The combination of on-site open voting and online voting.
3. Time and place of on-site meeting:
The on-site meeting was held at 14:30 on May 19, 2022 in the conference room of the company at No. 385, TIYU South Street, Shijiazhuang, Hebei Province.
4. Online voting time:
(1) The voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022;
(2) The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
Upon review, the convening and convening procedures of this general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents such as the company law, rules for general meeting of shareholders, detailed rules for the implementation of online voting, and the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders of the company and their authorized representatives
According to the notice of the meeting, the persons entitled to participate in the shareholders' meeting are all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. by the afternoon of May 13, 2022.
A total of 13 shareholders and their authorized representatives attended the shareholders' meeting, representing 290336445 shares, accounting for 444804% of the total voting shares of the company. The above shareholders vote through the online voting system.
After examination, all shareholders attending the shareholders' meeting voted through the online voting system, and the shareholder qualification was verified by Shenzhen Securities Information Co., Ltd., the provider of the online voting system.
After examination, there were 11 minority shareholders attending the general meeting, with 31417407 representative shares, accounting for 4.8132% of the total voting shares of the company. The above-mentioned minority shareholders vote through the online voting system.
There was no duplication of on-site voting and online voting in this meeting.
2. Other persons attending or attending the general meeting of shareholders as nonvoting delegates
In addition to the shareholders and their authorized representatives attending the shareholders' meeting, other persons attending or attending the shareholders' meeting as nonvoting delegates are some directors, supervisors, senior managers of the company and the witness lawyers of the exchange. Such personnel are legally qualified to attend or attend the general meeting of shareholders. 3、 Proposal of this shareholders' meeting
According to the notice of meeting and relevant materials of the meeting, the proposals considered at the shareholders' meeting are:
Proposal 1: proposal on the work report of the board of directors in 2021;
Proposal 2: proposal on the work report of the board of supervisors in 2021;
Proposal 3: proposal on the full text and summary of the 2021 annual report;
Proposal 4: proposal on the financial final accounts report of 2021;
Proposal 5: proposal on the profit distribution plan for 2021;
Proposal 6: proposal on renewing the financial service agreement and related party transactions with Hegang Group Finance Co., Ltd;
Proposal 7: proposal on reappointment of the audit institution in 2022;
Proposal 8: proposal on applying to banks and other financial institutions for comprehensive credit line in 2022;
Proposal 9: proposal on Amending the rules of procedure of the board of directors;
Proposal 10: proposal on Revising the working system of independent directors;
Proposal 11: proposal on Amending the rules of procedure of the general meeting of shareholders;
Proposal 12: proposal on Amending the articles of Association;
Proposal 13: proposal on formulating the shareholder return plan for the next three years (20222024).
Proposal 9, 11 and 12 are special resolution proposals, which shall be adopted by more than two-thirds of the total voting shares attending the general meeting of shareholders. The sixth proposal is related party transactions, and the related shareholder Hegang Group Co., Ltd. will avoid voting.
Independent directors will report on their work at this shareholders' meeting.
After review, the matters considered at this shareholders' meeting are consistent with those listed in the notice of meeting. No shareholders have put forward new proposals beyond the above matters, and there is no change in the contents of the proposals. 4、 Voting methods, procedures and results of this general meeting of shareholders
The shareholders' meeting was held in accordance with the provisions of the company law, the rules of shareholders' meeting and the articles of association. After the online voting, according to the online voting data of this meeting provided by Shenzhen Securities Information Co., Ltd., the final voting results are as follows:
Proposal 1: proposal on the work report of the board of directors in 2021
290234945 shares were approved, accounting for 999650% of the total shares held by voting shareholders attending the meeting; 62700 against and 38800 abstained. Among them, the minority shareholders agreed to 31315907 shares, accounting for 996769% of the total voting shares held by the minority shareholders attending the meeting; 62700 against and 38800 abstained. Proposal 2: proposal on the work report of the board of supervisors in 2021
290234945 shares were approved, accounting for 999650% of the total shares held by voting shareholders attending the meeting; 62700 against and 38800 abstained. Among them, the minority shareholders agreed to 31315907 shares, accounting for 996769% of the total voting shares held by the minority shareholders attending the meeting; 62700 against and 38800 abstained. Proposal 3: proposal on the full text and summary of the 2021 Annual Report
290234945 shares were approved, accounting for 999650% of the total shares held by voting shareholders attending the meeting; 62700 against and 38800 abstained. Among them, the minority shareholders agreed to 31315907 shares, accounting for 996769% of the total voting shares held by the minority shareholders attending the meeting; 62700 against and 38800 abstained.
Proposal 4: proposal on 2021 annual financial statement report
290234945 shares were approved, accounting for 999650% of the total shares held by voting shareholders attending the meeting; 62700 against and 38800 abstained. Among them, the minority shareholders agreed to 31315907 shares, accounting for 996769% of the total voting shares held by the minority shareholders attending the meeting; 62700 against and 38800 abstained.
Proposal 5: proposal on profit distribution plan in 2021
290274545 shares were approved, accounting for 999787% of the total shares held by voting shareholders attending the meeting; Against 61900 shares and abstained from 0 shares. Among them, the minority shareholders agreed to 31355507 shares, accounting for 998030% of the total voting shares held by the minority shareholders attending the meeting; Against 61900 shares and abstained from 0 shares.
Proposal 6: proposal on renewing the financial service agreement and related party transactions with Hegang Group Finance Co., Ltd
63830146 shares were approved, accounting for 988754% of the total shares held by voting shareholders attending the meeting; Oppose 706500 shares and abstain 19500 shares. Affiliated shareholder Hegang Group Co., Ltd. avoided voting. Among them, the minority shareholders agreed to 30691407 shares, accounting for 976892% of the total voting shares held by the minority shareholders attending the meeting; Oppose 706500 shares and abstain 19500 shares.
Proposal 7: proposal on reappointment of 2022 audit institution
290234945 shares were approved, accounting for 999650% of the total shares held by voting shareholders attending the meeting; 43200 against and 58300 abstained. Among them, the minority shareholders agreed to 31315907 shares, accounting for 996769% of the total voting shares held by the minority shareholders attending the meeting; 43200 against and 58300 abstained.
Proposal 8: proposal on applying for 2022 comprehensive credit line from banks and other financial institutions
290293245 shares were approved, accounting for 999851% of the total shares held by voting shareholders attending the meeting; 43200 against and 0 abstention. Among them, the minority shareholders agreed to 31374207 shares, accounting for 998625% of the total voting shares held by the minority shareholders attending the meeting; 43200 against and 0 abstention.
Proposal 9: proposal on Amending the rules of procedure of the board of directors
289629945 shares were approved, accounting for 997567% of the total shares held by voting shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares. Among them, the minority shareholders agreed to 30710907 shares, accounting for 977512% of the total voting shares held by the minority shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares.
Proposal 10: proposal on Revising the working system of independent directors
289629945 shares were approved, accounting for 997567% of the total shares held by voting shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares. Among them, the minority shareholders agreed to 30710907 shares, accounting for 977512% of the total voting shares held by the minority shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares.
Proposal 11: proposal on Amending the rules of procedure of the general meeting of shareholders
289629945 shares were approved, accounting for 997567% of the total shares held by voting shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares. Among them, the minority shareholders agreed to 30710907 shares, accounting for 977512% of the total voting shares held by the minority shareholders attending the meeting; Oppose 706500 shares and abstain 0 shares.
Proposal 12: proposal on Amending the articles of Association
290293245 shares were approved, accounting for 999851% of the total shares held by voting shareholders attending the meeting; 43200 against and 0 abstention. Among them, the minority shareholders agreed to 31374207 shares, accounting for 998625% of the total voting shares held by the minority shareholders attending the meeting; 43200 against and 0 abstention.
Proposal 13: proposal on formulating the shareholder return plan for the next three years (20222024)
290273745 shares were approved, accounting for 999784% of the total shares held by voting shareholders attending the meeting; 62700 against and 0 abstention. Among them, the minority shareholders agreed to 31354707 shares, accounting for 998004% of the total voting shares held by the minority shareholders attending the meeting; 62700 against and 0 abstention.
Independent directors reported on their work at the shareholders' meeting. All the above-mentioned proposals were voted and passed at this shareholders' meeting.
Upon examination, the voting methods, procedures and results of this general meeting of shareholders are legal and effective. 5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the qualifications of the convener, attendees, voting methods, voting procedures and voting results of this general meeting of shareholders are legal and effective.
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