About Sichuan Jinlu Group Co.Ltd(000510)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Sichuan Jinlu Group Co.Ltd(000510) ：
Entrusted by your company, Sichuan Shangxin law firm (hereinafter referred to as the “firm”) appointed lawyers Wang Jun and Wang Zhenzhong (hereinafter referred to as the “firm’s lawyer”) to attend the first extraordinary general meeting of shareholders of your company in 2022, and 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 provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the articles of association. In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials necessary for the lawyer of the firm to issue this legal opinion, the original materials, copies, copies and other materials and oral statements provided are true, accurate and complete, and the relevant copies, copies and other materials are consistent with the original.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualification of attendees, the qualification of conveners, the voting procedures and voting results 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, and based on their understanding of relevant facts and laws, regulations and normative documents, We will not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law, the lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry. The legal opinions are as follows:
1、 On the convening and convening of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The eighth interim board meeting of the company in 2021 decided to hold the first extraordinary general meeting of the company in 2022, and published the meeting notice on newspapers such as China Securities Journal and related websites such as cninfo. The aforesaid meeting notice lists the meeting time, on-site meeting place, holding method, equity registration date, participants, deliberation matters, meeting registration method, specific operation process of participating in online voting and other matters of the general meeting of shareholders.
The general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held on the afternoon of January 14, 2022 in the company’s large conference room on the 23rd floor, building 21, phase I, Yinxin · Wuzhou Plaza, No. 733, Section 2, Taishan South Road, Deyang City.
The shareholders’ meeting also conducted online voting in accordance with the time and procedures determined in the meeting notice. The time of online voting is January 14, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 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. on January 14, 2022 to 3:00 p.m. on January 14, 2022.
The lawyers of the firm believe that the convening and convening procedures 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.
2、 On the qualifications of personnel attending the general meeting of shareholders
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 10 shareholders (agents) attending the on-site meeting of the general meeting of shareholders and voting through the online voting system. The total number of voting shares held by (agents) is 124965740, accounting for 20.5137% of the total share capital of the company. Among them, the qualifications of shareholders attending the on-site meeting have been verified by the company and lawyers, The qualification of shareholders voting through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
In addition, directors, supervisors and senior managers of the company also attended and attended the on-site meeting of the general meeting of shareholders.
The convener of this shareholders’ meeting is the 11th board of directors of the company.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending and attending the general meeting of shareholders as nonvoting delegates and the convener 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、 Voting procedures and results of the general meeting of shareholders
(I) the general meeting of shareholders adopts the combination of on-site voting and online voting. The on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. According to the regulations, the shareholders’ representatives, supervisors’ representatives and lawyers jointly counted and supervised the votes. After the on-site voting of the general meeting of shareholders, the company uploaded the on-site voting results to Shenzhen Securities Information Co., Ltd. the voting results of on-site voting and online voting were combined and counted by Shenzhen Securities Information Co., Ltd., and the company announced the voting results on the spot.
(II) the following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on resignation of independent directors upon expiration of their term of office and by election of independent directors
1.01 proposal on electing Mr. Luo Hong as an independent director of the 11th board of directors of the company
After voting, 124958740 shares were agreed, accounting for 99.9944% of the shares held by all shareholders attending the meeting; Against 7000 shares, accounting for 0.0056% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders were: 34307424 shares were agreed, accounting for 99.9796% of the shares held by minority shareholders attending the meeting; Oppose 7000 shares, accounting for 0.0204% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
1.02 proposal on electing Ms. Cao Yu as an independent director of the 11th board of directors of the company
After voting, the proposal agreed to 124958740 shares, accounting for 99.9944% of the shares held by all shareholders attending the meeting; Against 7000 shares, accounting for 0.0056% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders were: 34307424 shares were agreed, accounting for 99.9796% of the shares held by minority shareholders attending the meeting; Oppose 7000 shares, accounting for 0.0204% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Proposal on change of accounting firm
After voting, the proposal agreed to 124958740 shares, accounting for 99.9944% of the shares held by all shareholders attending the meeting; Against 7000 shares, accounting for 0.0056% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders were: 34307424 shares were agreed, accounting for 99.9796% of the shares held by minority shareholders attending the meeting; Oppose 7000 shares, accounting for 0.0204% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(III) the shareholders’ meeting did not consider the proposals not listed in the meeting notice.
The lawyers of the firm believe that the voting procedures 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, and the voting results are legal and valid.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders and the voting procedures of the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the voting results are legal and valid.
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Handling lawyer of Sichuan Shangxin law firm:
person in charge:
Cao Jun, Wang Jun
Wang Zhenzhong
January 14, 2002
