Guangdong Junxin law firm
About C&S Paper Co.Ltd(002511)
Legal opinion of 2021 annual general meeting
To: C&S Paper Co.Ltd(002511)
Entrusted by C&S Paper Co.Ltd(002511) (hereinafter referred to as C&S Paper Co.Ltd(002511) ), Guangdong Junxin law firm appointed lawyer Dai Yi and Lawyer Chen Xiaoxuan (hereinafter referred to as “the lawyer”) to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”) held by C&S Paper Co.Ltd(002511) on May 19, 2022, and 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and C&S Paper Co.Ltd(002511) the articles of Association issued legal opinions on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, voting procedures, voting results and other matters of the general meeting of shareholders.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyer hereby gives the following legal opinions on the relevant matters of the general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
(I) C&S Paper Co.Ltd(002511) the board of directors published the notice of C&S Paper Co.Ltd(002511) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as “the notice of the general meeting of shareholders”) on the designated media on April 28, 2022, announcing the time and place of the general meeting of shareholders, the deliberation proposals of the meeting, the participants of the meeting, the registration measures of the meeting and other relevant matters within the legal period.
(II) the on-site meeting of the general meeting of shareholders was held in the central conference room on the fifth floor of C&S Paper Co.Ltd(002511) No. 136, Caihong Avenue, West District, Zhongshan City on the afternoon of May 19, 2022. Liu Peng, chairman of C&S Paper Co.Ltd(002511) board of directors, presided over the shareholders’ meeting and deliberated on the matters listed in the notice of shareholders’ meeting.
(III) the shareholders’ meeting has completed online voting within the time specified in the notice of shareholders’ meeting.
The lawyer believes that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and C&S Paper Co.Ltd(002511) the articles of association.
2、 The qualifications of the convener and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of C&S Paper Co.Ltd(002511) company.
(II) a total of 43 shareholders (including shareholder agents, the same below) participated in the on-site meeting and online voting of the general meeting of shareholders, representing 692560404 shares with voting rights, accounting for 527522% of the total C&S Paper Co.Ltd(002511) shares. Of which:
1. A total of 5 shareholders attended the on-site meeting of the general meeting of shareholders, all of whom were C&S Paper Co.Ltd(002511) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on the afternoon of May 12, 2022 and went through the registration procedures for attending the meeting. The number of voting shares represented by the above shareholders is 642161047, accounting for 489133% of the total number of C&S Paper Co.Ltd(002511) shares.
2. According to the statistical results of online voting, 38 shareholders participated in the voting within the online voting time specified in the notice of the general meeting of shareholders, and the number of voting shares represented was 50399357, accounting for 3.8389% of the total number of C&S Paper Co.Ltd(002511) shares.
(III) C&S Paper Co.Ltd(002511) some directors, some supervisors and the Secretary of the board of directors attended the shareholders’ meeting, and all other senior managers attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The lawyer believes that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and C&S Paper Co.Ltd(002511) the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting voted on the matters listed in the notice of shareholders’ meeting by means of on-site open voting and online voting.
(II) the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of general meeting of shareholders by open ballot, and the on-site voting results were produced by counting and counting the votes by the vote counter under the supervision of the vote supervisor; Combined with the online voting statistical results of this shareholders’ meeting, the voting results of this shareholders’ meeting were announced.
(III) the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on 2021 annual report and its summary was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 691003014 shares in favor, 405100 against and 1152290 abstentions. The number of shares in favor, opposition and waiver accounted for 997751%, 0.0585% and 0.1664% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
2. The proposal on the work report of the board of directors in 2021 was considered and adopted.
According to the consolidated statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 692151704 shares in favor, 408500 against and 200 abstentions. The number of shares in favor, opposition and waiver accounted for 999410%, 0.0590% and 0.0000% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
3. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 692154604 shares in favor, 405600 against and 200 abstentions. The number of shares in favor, opposition and waiver accounted for 999414%, 0.0586% and 0.0000% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
4. The proposal on the financial final accounts report of 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 692154604 shares in favor, 405600 against and 200 abstentions. The number of shares in favor, opposition and waiver accounted for 999414%, 0.0586% and 0.0000% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
5. The proposal on the profit distribution plan for 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 692149904 shares in favor, 386700 against and 23800 abstentions. The number of shares in favor, opposition and abstention accounted for 999407%, 0.0558% and 0.0034% of the total effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
6. The proposal on the remuneration of directors of the company in 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 49989857 shares in favor, 409600 against and 200 abstentions. The number of shares in favor, opposition and abstention accounted for 991869%, 0.8127% and 0.0004% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively. Related shareholders avoided voting on the proposal. 7. The proposal on the remuneration of the company’s supervisors in 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 692150604 shares in favor, 409600 against and 200 abstentions. The number of shares in favor, opposition and waiver accounted for 999408%, 0.0591% and 0.0000% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
8. The proposal on Amending the articles of association was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 650835068 shares in favor, 41725136 against and 200 abstentions. The number of shares in favor, opposition and waiver accounted for 939752%, 6.0248% and 0.0000% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
The lawyer believes that the deliberations of this shareholders’ meeting are consistent with those announced in the notice of shareholders’ meeting. The voting procedures and results of this shareholders’ meeting comply with the relevant provisions of the company law, the securities law, the rules of shareholders’ meeting and C&S Paper Co.Ltd(002511) the articles of association, and are legal and effective.
4、 Concluding observations
The lawyer believes that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and C&S Paper Co.Ltd(002511) the articles of association. The qualifications of the participants and the convener of the general meeting of shareholders are legal and effective, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
(there is no text on this page, which is the signature page of legal opinion of Guangdong Junxin law firm on C&S Paper Co.Ltd(002511) 2021 annual general meeting of shareholders.)
Lawyer of Guangdong Junxin law firm: Dai Yi
Person in charge: Xing Zhiqiang
Chen Xiaoxuan, Guangzhou, China
May 19, 2002
