Yunnan Haihe law firm
About Yunnan Aluminium Co.Ltd(000807)
Of the 2021 annual general meeting
Witness opinion
HHz (2022) No. [271] Yunnan Aluminium Co.Ltd(000807) :
In accordance with the agreement on perennial legal counsel signed between your company and our firm, we appoint lawyers Guo Xiaolong and Zhou ZhangYue to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting) held by your company on May 19, 2022. Based on the on-the-spot witness of the general meeting, in accordance with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws and regulations, and in accordance with the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms, the lawyers of the firm express the following witness opinions on the relevant matters of the general meeting:
1、 Convening and notice of this meeting
This general meeting is the 2021 annual general meeting of shareholders of your company, which was convened by the board of directors of your company. The written notice of the general meeting of the board of directors of the company was published in the China Securities Daily and the securities times on February 23, 2024. The meeting notice lists the basic information of the meeting, the specific content of the proposal, the registration method of the on-site meeting, the time of online voting and the specific operation method, etc. Our lawyers believe that the convening and notification of this meeting comply with relevant laws, regulations, Shenzhen stock exchange regulations and the articles of association of your company.
2、 Convening of this conference
According to the witness of our lawyers, the on-site meeting of your company’s general meeting was held at 10:00 a.m. on May 19, 2022 in the conference room on the third floor of your company’s headquarters, 20 days after the notice date of the meeting. The meeting was presided over by Mr. Zhang Zhengji, chairman of the company. The qualification of the meeting host is legal. In addition, according to the witness of our lawyers, this meeting also adopts the combination of on-site meeting and online voting to provide online voting platform for all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system, and shareholders can exercise their voting rights through the above system during online voting time. Our lawyers believe that the convening of this meeting complies with relevant laws and regulations and the articles of association of your company.
3、 Qualification of participants
According to the on-site inspection of our lawyers, 12 shareholders and authorized representatives of shareholders attended the on-site meeting of the general meeting, with 1464942354 representative shares, accounting for 422422% of the total shares of the company, and their qualifications are legal and valid. The directors, supervisors and senior managers of your company attended the on-site meeting. According to the statistics of Shenzhen Securities Information Co., Ltd. and confirmed by your company, a total of 56 shareholders participated in online voting at this general meeting, representing 41072210 shares, accounting for 118433% of the total shares of the company. In total, the above two parts accounted for 540855% of the shareholders attending the on-site meeting and online voting. The qualification of shareholders attending the meeting is legal and valid after being verified by our lawyers.
4、 Voting procedures and results of this meeting
According to the witness of our lawyers, there are 6 proposals submitted to the meeting for deliberation and voting, which are consistent with the notice of the meeting and have no temporary proposals. The general meeting adopted on-site voting and online voting to vote on the proposal, and the related shareholders withdrew. At the on-site meeting, two shareholders’ representatives elected by the general meeting counted the votes and two supervisors’ representatives supervised the votes. The number of votes withdrawn was equal to the number of votes issued, and no objection was raised to the voting results. The voting result of online voting has been confirmed by Shenzhen Securities Information Co., Ltd. and your company. The results of on-site voting and online voting are as follows:
1. Voting results of the proposal on the work report of the board of directors in 2021: 1875118764 shares were approved, accounting for 999709% of the voting rights held by all shareholders attending and voting at the meeting;
259500 opposed shares, accounting for 0.0138% of the voting rights held by all shareholders attending and voting at the meeting;
286300 shares were abstained, accounting for 0.0153% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been passed.
2. Voting results of the proposal on the work report of the board of supervisors in 2021:
1875108764 shares were approved, accounting for 999703% of the voting rights held by all shareholders attending and voting at the meeting;
269500 opposed shares, accounting for 0.0144% of the voting rights held by all shareholders attending and voting at the meeting;
286300 shares were abstained, accounting for 0.0153% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been passed.
3. Summary of voting rights and voting results of 1871 shares held by shareholders in 20209, accounting for 18799%;
259500 opposed shares, accounting for 0.0138% of the voting rights held by all shareholders attending and voting at the meeting;
286300 shares were abstained, accounting for 0.0153% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been passed.
4. Voting results of the proposal on profit distribution in 2021:
1875436864 shares were approved, accounting for 999879% of the voting rights held by all shareholders attending and voting at the meeting;
227700 opposed shares, accounting for 0.0121% of the voting rights held by all shareholders attending and voting at the meeting;
Abstain from 0 shares, accounting for 0.0000% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been passed.
5. Voting results of the proposal on renewing the financial service agreement and related party transactions between the company and Chinalco Finance Co., Ltd.:
282118152 shares were approved, accounting for 678902% of the voting rights held by all shareholders attending and voting at the meeting;
133432464 opposed shares, accounting for 321098% of the voting rights held by all shareholders attending and voting at the meeting;
Abstain from 0 shares, accounting for 0.0000% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. This proposal is a related party transaction, and the related party shareholders and their authorized representatives have avoided voting. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been adopted.
6. Voting results of the proposal on the company’s debt financing plan in 2022:
1875390364 shares were approved, accounting for 999854% of the voting rights held by all shareholders attending and voting at the meeting;
269500 opposed shares, accounting for 0.0144% of the voting rights held by all shareholders attending and voting at the meeting;
4700 shares were abstained, accounting for 0.0002% of the voting rights held by all shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this meeting are true and effective. According to the results of on-site meetings and online voting, the proposal submitted for voting at this meeting has been passed.
5、 Conclusion
Our lawyers believe that the convening, convening, presiding over, qualification of attendees, voting procedures and voting results of the 2021 annual general meeting of shareholders of your company comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other current laws and regulations, the regulatory rules of Shenzhen stock exchange and the articles of association of your company, and the resolutions formed are legal and effective.
(there is no text on this page, which is the signature and seal page of the witness opinion of Yunnan Haihe law firm on the 2021 annual general meeting of shareholders of Yunnan Aluminum Co., Ltd.) Guo Xiaolong, Zhou ZhangYue, lawyer of Yunnan Haihe law firm, May 19, 2022
