Shanghai jintiancheng (Xi'an) law firm
About Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812)
Of the 2021 annual general meeting
Legal opinion
Address: 32nd floor, China Railway Xi'an Center, No. 10, zhangbayi Road, Xi'an, Shaanxi
Tel: 02989840840840 Fax: 02989840848
Post code: 710065 website: http://www.allbrightlaw.com.
Shanghai jintiancheng (Xi'an) law firm
About Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812)
Of the 2021 annual general meeting
Legal opinion
To: Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812)
Shanghai jintiancheng (Xi'an) law firm (hereinafter referred to as "the firm") is entrusted by Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812) (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 securities law of the people's Republic of China (hereinafter referred to as "the securities law") and 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders of listed companies"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "detailed rules for the implementation of online voting") and other laws, regulations and normative documents, as well as the provisions of Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812) articles of Association (hereinafter referred to as the "articles of association"), Issue legal opinions on relevant legal issues such as the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and attendees of the meeting, the legitimacy of the voting procedures and voting results of the meeting.
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 company's general meeting of shareholders. 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, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On April 27, 2022, the company held the second meeting of the eighth board of directors and decided to hold the 2021 annual general meeting of shareholders by combining on-site voting and online voting at 14:00 p.m. on May 19, 2022.
2. On April 28, 2022, the company published Shaanxi Jinye Science Technology And Education Group Co.Ltd(000812) notice on convening the 2021 annual general meeting of shareholders on the website of Shenzhen Stock Exchange and the information disclosure media designated by China Securities Regulatory Commission. The announcement issued by the company specifies the time, place, deliberation items, attendees, registration method, registration and contact address of the general meeting of shareholders. At the same time, the board of directors of the company has listed the discussion matters of the general meeting of shareholders in the announcement, and fully disclosed the contents of all proposals in accordance with the relevant provisions of the rules of the general meeting of shareholders of listed companies. The announcement of the company's convening of the extraordinary general meeting of shareholders has been published 20 days from the date of this general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. Method of meeting
The shareholders' meeting was held by combining on-site voting and online voting.
2. On site meeting
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:00 p.m. on Thursday, May 19, 2022 in the third conference room of the company, 19 / F, block B, city gate, No. 1 Jinye Road, Xi'an. The actual time, place and content of the meeting were consistent with the contents of the announcement. The general meeting of shareholders was presided over by Mr. Yuan Hanyuan.
3. Online voting
The company provides online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system.
Online voting time: May 19, 2022, including:
① The time for online voting 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 May 19, 2022;
② The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
After review, the actual time, place and method of the shareholders' meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice of the shareholders' meeting and the matters submitted to the meeting for deliberation; The convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association. 2、 Qualifications of the convener and attendees of the general meeting of shareholders
(I) qualification of the convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The qualifications of the convener meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the articles of association.
(II) qualification of attendees of the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
After verification, according to the register of shareholders of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of 15:00 on May 13, 2022 (equity registration date), 29 shareholders and shareholder agents attended the general meeting, representing 253924233 shares of the company, accounting for 330333% of the total voting shares of the company, including:
(1) Shareholders and their agents attending the on-site meeting
According to the signatures, power of attorney and other materials of shareholders and shareholders' agents attending the meeting, 5 shareholders and shareholders' agents attended the on-site meeting of the general meeting of shareholders, representing 203269993 shares, accounting for 264436% of the total voting shares of the company.
Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 24 shareholders voted effectively through the online voting system, representing 50654240 shares, accounting for 6.5897% of the total voting shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 26 small and medium-sized investor shareholders participated in the meeting through on-site and network, with 110239395 representative shares, accounting for 143412% of the total shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
2. Other persons attending the meeting
According to the verification of our lawyers, other personnel attending the general meeting of shareholders are the directors, supervisors and Secretary of the board of directors of the company. Senior managers attend the general meeting of shareholders as nonvoting delegates, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the convener and attendees of the company's general meeting of shareholders are legal and valid.
3、 Proposals considered at the general meeting of shareholders
1. Review the work report of the board of directors of the company in 2021;
2. Review the work report of the board of supervisors in 2021;
3. Review the 2021 annual report of the company and its summary;
4. Review the company's 2021 annual financial statement report;
5. Review the company's profit distribution plan for 2021;
6. Review the proposal on the total amount (estimated) of the company's daily operating related party transactions in 2022;
7. Review the proposal on applying for comprehensive credit line and guarantee from banks and other financial institutions in 2022;
8. Review the proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers; 9. Review the proposal on the acquisition of Huaneng green packaging and printing industrial park by Shenzhen Xinxiang Richful Lube Additive Co.Ltd(300910) Material Technology Group Co., Ltd;
10. Review the proposal on investment in the construction of new functional areas of Xi'an Mingde Institute of technology;
11. Review the proposal on disposal of equity assets of Jinye Xinyuan company.
After the examination and verification of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers 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; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders voted on the above proposals by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association and the rules for the general meeting of shareholders of listed companies. According to the online voting data of this meeting provided by Shenzhen Securities Information Co., Ltd., your company has combined the voting results of on-site voting and online voting, and announced the voting results on the spot.
2. The on-site meeting of the general meeting adopts the method of open ballot, and each share has one vote. For the voting of each deliberated matter, two shareholders' representatives, one supervisor and one lawyer are the vote supervisors and checkers respectively to count and supervise the voting of deliberated matters, which is in line with the relevant provisions of the articles of association.
According to the examination of our lawyers, the shareholders attending the on-site meeting voted item by item on the proposals included in the agenda of the general meeting of shareholders, which was in line with the relevant provisions of the company law and the rules of the general meeting of shareholders of listed companies.
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and deliberated the following proposals by means of on-site voting and online voting:
(1) Review the work report of the board of directors of the company in 2021
Total voting:
Agree to 253875133 shares, accounting for 999807% of the shares held by all shareholders attending the meeting; Against 49100 shares, accounting for 0.0193% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Avoidance of voting: this proposal does not involve related party transactions.
The proposal was approved by more than 1 / 2 of the total number of valid voting shares attending the general meeting of shareholders.
(2) Review the work report of the board of supervisors in 2021
Total voting:
Agree to 253879633 shares, accounting for 999824% of the shares held by all shareholders attending the meeting; Against 44600 shares, accounting for 0.0176% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Avoidance of voting: this proposal does not involve related party transactions.
The proposal was approved by more than 1 / 2 of the total number of valid voting shares attending the general meeting of shareholders.
(3) Review the company's 2021 annual report and its summary
Total voting:
194294478 shares were approved, accounting for 765167% of the shares held by all shareholders attending the meeting; Against 59629755 shares, accounting for 234833% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Avoidance of voting: this proposal does not involve related party transactions.
The proposal was approved by more than 1 / 2 of the total number of valid voting shares attending the general meeting of shareholders.
(4) Review the company's 2021 annual financial statement report
Total voting:
194293778 shares were approved, accounting for 765164% of the shares held by all shareholders attending the meeting; Against 59630455 shares, accounting for 234836% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Avoidance of voting: this proposal does not involve related party transactions.
The proposal was approved by more than 1 / 2 of the total number of valid voting shares attending the general meeting of shareholders.
(5) Review the 2021 profit distribution plan of the company
Total voting:
217695018 shares were approved, accounting for 857323% of the shares held by all shareholders attending the meeting; Against 36224715 shares, accounting for 142660% of the shares held by all shareholders attending the meeting; 4500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
74010180 shares were approved, accounting for the minority shareholders attending the meeting
