Beijing Zhonglun law firm
About North Industries Group Red Arrow Co.Ltd(000519)
2021 annual general meeting
Legal opinion
May, 2002
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Beijing Zhonglun law firm
About North Industries Group Red Arrow Co.Ltd(000519)
2021 annual general meeting
Legal opinion
To: North Industries Group Red Arrow Co.Ltd(000519)
Entrusted by North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as “the company”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appointed its lawyers to witness the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) and issued this legal opinion.
In order to issue this legal opinion, our lawyers witnessed the general meeting of shareholders of the company, and in accordance with 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”), the measures for the administration of securities legal business of law firms and other laws In accordance with the requirements of laws and regulations and normative documents, as well as the North Industries Group Red Arrow Co.Ltd(000519) articles of Association (hereinafter referred to as the “articles of association”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have consulted the documents that our lawyers consider necessary for issuing this legal opinion, the convening and convening procedures of this general meeting of shareholders, the qualifications of participants (but excluding the qualifications of online voting shareholders), voting methods The legitimacy and effectiveness of the voting procedures were carefully verified.
The company has assured the exchange that the documents and materials provided by it for issuing this legal opinion are true, accurate, complete and free of major omissions.
The legal opinions of the shareholders’ meeting shall be regarded as the legal opinions of the company, and the lawyers shall bear the corresponding legal responsibilities for the legal opinions of the company.
1、 Convening and convening procedures of this general meeting of shareholders
1. After verification, the convening proposal of the general meeting of shareholders was voted and adopted at the third meeting of the 11th board of directors held on April 15, 2022.
2. On April 19, 2022, the company passed the website of Shenzhen Stock Exchange and http://www.cn.info.com.cn The notice of convening the general meeting of shareholders is announced on the website (Announcement No.: 202239). These notices set out the time, place, meeting method, attendees, meeting registration method, shareholders’ voting method and other matters of the general meeting of shareholders, and fully disclosed the proposed matters to be considered at the general meeting of shareholders in accordance with the requirements of the rules of general meeting of shareholders.
3. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 19, 2022, and provide online voting platform to all shareholders at any time from 9:15 to 15:00 on May 19, 2022 through the Internet voting system of Shenzhen Stock Exchange.
4. On May 19, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled, and Mr. Wei Jun, chairman of the company, presided over the meeting.
Accordingly, our lawyers believe that the convening, notification, convening methods and procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of the convener and attendees of the general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. After verification, 167 shareholders, shareholders’ representatives or shareholders’ entrusted agents attended the general meeting, with 604098985 representative shares, accounting for 433805% of the total voting shares of the company.
(1) According to the register of shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the afternoon of May 16, 2022 provided by Shenzhen Branch of China Securities Depository and Clearing Corporation, the lawyers of the firm examined the identity documents and authorization documents of the shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders, It is confirmed that there are 8 shareholders, shareholder representatives and entrusted agents attending the shareholders’ meeting, with 547907135 representative shares, accounting for 393453% of the total voting shares of the company.
(2) The qualification of shareholders attending the general meeting of shareholders by online voting is verified by Shenzhen Securities Information Co., Ltd., the provider of online voting system. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 159 shareholders voting effectively through online voting, representing 56191850 shares, accounting for 4.0351% of the total voting shares of the company.
3. Some directors and the Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers of the company attended the shareholders’ meeting as nonvoting delegates. Affected by the epidemic caused by novel coronavirus, our lawyers attended the shareholders’ meeting by means of remote communication.
Accordingly, our lawyers believe that on the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the provisions of the articles of association, the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Interim proposals of the general meeting of shareholders
There is no temporary proposal at this shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting reviewed the proposals listed in the notice of the shareholders’ meeting. After verification, the proposals considered at this shareholders’ meeting are consistent with those listed in the notice and announcement of the company on this shareholders’ meeting.
The shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting voted on the proposals under consideration by means of on-site voting or online voting in accordance with the provisions of the company law and the articles of association. Among them, the on-site voting was conducted by means of open ballot, and the vote counters and scrutineers elected at the meeting monitored, counted and counted the votes in accordance with the procedures specified in the rules of the shareholders’ meeting and the articles of association, The chairman of the meeting announced the on-site voting results on the spot, and the shareholders, shareholder representatives or entrusted agents attending the on-site meeting did not raise any objection to the on-site voting results; According to the on-site voting results uploaded by the company and combined with the online voting results carried out on the platform, Shenzhen Securities Information Co., Ltd. provides all the voting results of the general meeting of shareholders, the voting conditions of shareholders holding less than 5% and the details of all the voting conditions.
Through video witness, our lawyers confirmed that the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. The proposal on the work report of the board of directors in 2021 was considered and adopted
Voting results: 604084785 shares were approved, accounting for 999976% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; 13700 shares were abstained, accounting for 0.0023% of the total number of valid voting shares attending the general meeting of shareholders.
2. The proposal on the work report of the board of supervisors in 2021 was considered and adopted
Voting results: 604084785 shares were approved, accounting for 999976% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; 13700 shares were abstained, accounting for 0.0023% of the total number of valid voting shares attending the general meeting of shareholders.
3. The proposal on the full text and summary of the 2021 annual report was considered and adopted
Voting results: 604084785 shares were approved, accounting for 999976% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; 13700023% of the total number of valid shares of shareholders who abstained from voting at the meeting.
4. The proposal on the financial final accounts report of 2021 was deliberated and adopted
Voting results: 604084785 shares were approved, accounting for 999976% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; 13700 shares were abstained, accounting for 0.0023% of the total number of valid voting shares attending the general meeting of shareholders.
5. The proposal on profit distribution plan in 2021 was considered and adopted
Voting results: 604096785 shares were approved, accounting for 999996% of the total number of valid voting shares attending the general meeting of shareholders; Against 2100 shares, accounting for 0.0003% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
6. The proposal on 2022 financial budget (Draft) was considered and adopted
Voting results: 604098385 shares were approved, accounting for 999999% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
7. The proposal on comprehensive credit extension in 2022 was considered and adopted
Voting results: 75233650 shares were approved, accounting for 999992% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0007% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
This proposal is a related party transaction. The related shareholders related to this transaction, Yuxi Industry Group Co., Ltd., zhongbing Investment Management Co., Ltd., Jilin Jiangbei Machinery Manufacturing Co., Ltd., Shandong special industry group Co., Ltd., Jiangnan Industry Group Co., Ltd. and Xi’an Modern Control Technology Research Institute, avoided voting on this proposal.
8. The proposal on providing guarantee for the financing of wholly-owned subsidiaries in 2022 was deliberated and adopted
Voting results: 75233650 shares were approved, accounting for 999992% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0007% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
This proposal is a related party transaction. The related shareholders related to this transaction, Yuxi Industry Group Co., Ltd., zhongbing Investment Management Co., Ltd., Jilin Jiangbei Machinery Manufacturing Co., Ltd., Shandong special industry group Co., Ltd., Jiangnan Industry Group Co., Ltd. and Xi’an Modern Control Technology Research Institute, avoided voting on this proposal.
9. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
Voting results: 75233650 shares were approved, accounting for 999992% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0007% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
This proposal is a related party transaction. The related shareholders related to this transaction, Yuxi Industry Group Co., Ltd., zhongbing Investment Management Co., Ltd., Jilin Jiangbei Machinery Manufacturing Co., Ltd., Shandong special industry group Co., Ltd., Jiangnan Industry Group Co., Ltd. and Xi’an Modern Control Technology Research Institute, avoided voting on this proposal.
10. The proposal on determining the remuneration of non independent directors and senior managers in 2021 was considered and adopted. The voting results: 604096785 shares were agreed, accounting for 999996% of the total number of valid voting shares attending the general meeting of shareholders; Against 2100 shares, accounting for 0.0003% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
11. The proposal on determining the remuneration of non employee representative supervisors in 2021 was deliberated and adopted
Voting results: 604096785 shares were approved, accounting for 999996% of the total number of valid voting shares attending the general meeting of shareholders; Against 2100 shares, accounting for 0.0003% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders.
12. The proposal on 2022 fixed assets investment plan was considered and adopted
Voting results: 604098385 shares were approved, accounting for 999999% of the total number of valid voting shares attending the general meeting of shareholders; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 100 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
13. The convention was adopted item by item
