Shanghai jintiancheng law firm
About Shandong Chiway Industry Development Co.Ltd(002374)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shandong Chiway Industry Development Co.Ltd(002374)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shandong Chiway Industry Development Co.Ltd(002374)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Shandong Chiway Industry Development Co.Ltd(002374) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the Shandong Chiway Industry Development Co.Ltd(002374) articles of Association (hereinafter referred to as the “articles of association”).
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 this 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.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the published legal opinions according to law.
In view of this, our lawyers, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, hereby issue the following legal opinions: I. qualification of the convener of the general meeting of shareholders and the procedures for convening and convening the general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On December 29, 2021, the company held the 19th meeting of the 5th board of directors and decided to convene the shareholders’ meeting.
On December 30, 2021, the company published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice of Shandong Chiway Industry Development Co.Ltd(002374) on convening the first extraordinary general meeting of shareholders in 2022 was issued. The aforesaid meeting notice specifies the convener, date and time of the general meeting of shareholders (including the date and time of the on-site meeting and the date and time of online voting), the method of convening, the date of equity registration, the participants, the place of the meeting, the matters considered at the meeting, the registration method of the on-site meeting Specific operation process, meeting contact person and contact information of participating in online voting. Among them, the date of publication of the announcement has reached 15 days from the convening date of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:00 p.m. on January 14, 2022 in conference room Shandong Chiway Industry Development Co.Ltd(002374) No. 1, Lipeng Road, Jianggezhuang sub district office, Mouping District, Yantai City, Shandong Province.
The general meeting of shareholders is held by combining on-site voting and online voting. The time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on January 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 14, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 133 shareholders and shareholders’ agents attended the general meeting, representing 325399468 voting shares, accounting for 29.9093% of the total shares of the company, including: 1. Shareholders and shareholders’ agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. There were 7 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of January 7, 2022, These shareholders hold 323914977 shares of the company, accounting for 29.7729% of the total 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., the provider of the online voting system, 126 shareholders voted effectively through the online voting system, representing 1484491 voting shares, accounting for 0.1364% of the total 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 128 small and medium-sized investor shareholders participated in the meeting through on-site and network, representing 43331118 voting shares, accounting for 3.9828% of the total voting 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.)
(II) other personnel attending the meeting
Verified by the lawyers of the firm, other personnel attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors and senior managers of the company and witness lawyers hired by the company, and their qualifications to attend the meeting are legal and valid.
After review, the lawyers of the firm believe that the qualifications of the attendants of the company’s general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective. 3、 Proposals considered at the general meeting of shareholders
After the review 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 and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders. 4、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting considered and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Proposal on termination of share repurchase of the company
Voting results: 324835277 shares were approved, accounting for 99.8266% of the total number of valid voting shares held by shareholders attending the meeting; 561791 opposition shares, accounting for 0.1726% of the total number of valid voting shares held by shareholders attending the meeting; 2400 shares abstained, accounting for 0.0007% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 42766927 shares are agreed, accounting for 98.6980% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 561791 shares, accounting for 1.2965% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2400 shares were abstained, accounting for 0.0055% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2. Proposal on loans and related party transactions provided by related parties to the company
Voting results: 96815776 shares were approved, accounting for 99.5106% of the total number of valid voting shares held by shareholders attending the meeting; Against 468391 shares, accounting for 0.4814% of the total number of valid voting shares held by shareholders attending the meeting; 7800 shares abstained, accounting for 0.0080% of the total number of valid voting shares held by shareholders attending the meeting. Affiliated shareholders Suzhou Ruichang Investment Management Co., Ltd. and Hangzhou Chenxin investment management partnership (limited partnership) avoided voting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 42854927 shares are agreed, accounting for 98.9010% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 468391 shares, accounting for 1.0810% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 7800 shares were abstained, accounting for 0.0180% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
3. Proposal on by election of non employee supervisors of the 5th board of supervisors
Voting results: 324934477 shares were approved, accounting for 99.8571% of the total number of valid voting shares held by shareholders attending the meeting; 433391 opposition shares, accounting for 0.1332% of the total number of valid voting shares held by shareholders attending the meeting; 31600 shares abstained, accounting for 0.0097% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 42866127 shares are agreed, accounting for 98.9269% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 433391 opposed shares, accounting for 1.0002% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 31600 shares were abstained, accounting for 0.0729% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications and voting procedures of the company’s first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, rules for general meetings of listed companies and other laws, regulations, rules, other normative documents and the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate, which has the same legal effect after being signed and sealed.
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(there is no text on this page, which is about Shandong Zhongrui Industrial Development Co., Ltd. by Shanghai jintiancheng law firm
Signature page of the legal opinion of the company’s first extraordinary general meeting in 2022)
Handling lawyer of Shanghai jintiancheng law firm:
Yang Yijian
Principal: Handling lawyer:
Gu Gongyun, Wang Yangguang
January 14, 2022
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Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
Tel: (86) 21-20511000; Fax: (86) 21-20511999
website: http://www.allbrightlaw.com./
