Guangdong Huashang (Longgang) law firm
about
Zibo Qixiang Tengda Chemical Co.Ltd(002408)
Of the 2021 annual general meeting
Legal opinion
Guangdong Huashang (Longgang) law firm
About Zibo Qixiang Tengda Chemical Co.Ltd(002408)
Of the 2021 annual general meeting
Legal opinion
To: Zibo Qixiang Tengda Chemical Co.Ltd(002408)
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 other laws, regulations and normative documents of the China Securities Regulatory Commission, Entrusted by Zibo Qixiang Tengda Chemical Co.Ltd(002408) (hereinafter referred to as “the company”), Guangdong Huashang (Longgang) law firm (hereinafter referred to as “the firm”) appointed lawyer Yang Wenjie and lawyer Gao Bingzheng to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) and issued this legal opinion on Relevant Issues of the general meeting of shareholders in accordance with the law.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, and does not affect the authenticity of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals Express opinions on accuracy or legitimacy.
This legal opinion is only for the purpose of this general meeting of shareholders. No one may use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce the legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion.
In view of this, our lawyers give the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion:
1、 On the convening and convening of this general meeting of shareholders
The 22nd Meeting of the 5th board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders. On April 29, 2022, the board of directors of the company published the notice of Zibo Qixiang Tengda Chemical Co.Ltd(002408) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of general meeting of shareholders”) on China Securities Journal, securities times and cninfo.com, the designated information disclosure website of the company The date of equity registration, the agenda and proposals of the meeting, the method of holding the meeting, the attendees, the registration measures of the meeting and other matters shall be announced.
After verification, the shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:00 pm on Thursday, May 20, 2022 in Zibo Qixiang Tengda Chemical Co.Ltd(002408) conference room (address: No. 206, Yangpo Road, Linzi District, Zibo City, Shandong Province). The meeting was presided over by Mr. Zhu zhenmao, a director jointly elected by more than half of the directors; The company adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Among them, the time of online voting through the trading system of Shenzhen stock exchange is: trading time on May 20, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
In the opinion of the lawyers, the content and time of the general meeting of the company comply with the provisions of the articles of association and the rules of the company; The actual time, place and content of the shareholders’ meeting are consistent with those in the notice of shareholders’ meeting. The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. After checking the company’s register of shareholders, identity certificates and power of attorney of shareholders and their representatives attending the on-site meeting provided by the company, and according to the online voting data provided by Shenzhen Securities Information Co., Ltd., the shareholders and their representatives attending the general meeting are as follows:
A total of 165 shareholders and shareholder agents who attended and voted at the on-site meeting and participated in online voting were shareholders registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives. The total number of voting shares held by them was 1524068042, accounting for 536141% of the total number of voting shares of the company.
(1) Shareholders and shareholders’ representatives attending the on-site meeting
According to the signatures and power of attorney of the participants, there were 7 shareholders and representatives attending the on-site meeting of the general meeting of shareholders, all of whom were registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives as of the closing of the market on the afternoon of May 16, 2022. The total number of voting shares held was 105354971, accounting for 3.7062% of the total number of voting shares of the company.
Our lawyers believe that the qualifications of the above shareholders or shareholders’ representatives to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the online voting data provided by Shenzhen Securities Information Co., Ltd. authorized by Shenzhen Stock Exchange, 158 shareholders participated in online voting, and the number of voting shares held was 1418713071, accounting for 499079% of the total voting shares of the company.
In addition to the above shareholders and shareholders’ representatives, other personnel attending the meeting are some directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel attending the on-site meeting of the company’s general meeting of shareholders are legal and valid.
(II) qualification of the convener of the general meeting of shareholders
According to the notice of shareholders’ meeting, the convener of this shareholders’ meeting is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts a combination of open voting and online voting.
The shareholders who participated in the on-site voting voted on all proposals by open ballot, and the shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes.
Shareholders participating in online voting shall vote through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange, and vote by open ballot in accordance with the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting.
After all the voting at the general meeting of shareholders, the company consolidated the voting results of on-site and online voting, and the shareholders and their proxies attending the general meeting of shareholders did not raise any objection to the voting results. The minutes and resolutions of the meeting shall be signed by the directors and supervisors of the company attending the meeting.
(II) voting results
The general meeting of shareholders adopted a combination of on-site open voting and online voting, and considered the following proposals:
1. Deliberated and adopted the work report of the board of directors in 2021
The voting results are as follows:
1521200592 shares were approved, accounting for 998119% of the shares held by all shareholders attending the meeting; Against 89140 shares, accounting for 0.0058% of the shares held by all shareholders attending the meeting; 2778310 shares were waived, accounting for 0.1823% of the shares held by all shareholders attending the meeting..
Among them, the voting of minority shareholders: 110926116 shares were agreed, accounting for 974801% of the shares held by minority shareholders attending the meeting; Against 89140 shares, accounting for 0.0783% of the shares held by minority shareholders attending the meeting; 2778310 shares were abstained, accounting for 2.4415% of the shares held by minority shareholders attending the meeting.
2. Deliberated and adopted the work report of the board of supervisors in 2021
The voting results are as follows:
1521216392 shares were approved, accounting for 998129% of the shares held by all shareholders attending the meeting; Against 73340 shares, accounting for 0.0048% of the shares held by all shareholders attending the meeting; 2778310 shares were abstained, accounting for 0.1823% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 110941916 shares were approved, accounting for 974940% of the shares held by minority shareholders attending the meeting; Against 73340 shares, accounting for 0.0645% of the shares held by minority shareholders attending the meeting; 2778310 shares were abstained, accounting for 2.4415% of the shares held by minority shareholders attending the meeting.
3. Deliberated and adopted the full text and summary of the 2021 Annual Report
The voting results are as follows:
1521207192 shares, accounting for 998123% of the shares held by all shareholders attending the meeting; 82540 shares opposed, accounting for 0.0054% of the shares held by all shareholders attending the meeting; 2778310 shares were abstained, accounting for 0.1823% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 110932716 shares were approved, accounting for 974859% of the shares held by minority shareholders attending the meeting; 82540 shares opposed, accounting for 0.0725% of the shares held by minority shareholders attending the meeting; 2778310 shares were abstained, accounting for 2.4415% of the shares held by minority shareholders attending the meeting.
4. Deliberated and adopted the financial final accounts report of 2021
The voting results are as follows:
1521803992 shares were approved, accounting for 998514% of the shares held by all shareholders attending the meeting; 82540 shares opposed, accounting for 0.0054% of the shares held by all shareholders attending the meeting; 2181510 shares were abstained, accounting for 0.1431% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 111529516 shares were agreed, accounting for 980104% of the shares held by minority shareholders attending the meeting; 82540 shares opposed, accounting for 0.0725% of the shares held by minority shareholders attending the meeting; 2181510 shares were abstained, accounting for 1.9171% of the shares held by minority shareholders attending the meeting.
5. Failed to pass the 2021 profit distribution plan
The voting results are as follows:
Agreed to 218404657 shares, accounting for 143304% of the shares held by all shareholders attending the meeting; Oppose 225400 shares, accounting for 0.0148% of the shares held by all shareholders attending the meeting; 1305437985 shares were abstained, accounting for 856548% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 113345066 shares were approved, accounting for 996059% of the shares held by minority shareholders attending the meeting; Oppose 225400 shares, accounting for 0.1981% of the shares held by minority shareholders attending the meeting; 223100 shares were abstained, accounting for 0.1961% of the shares held by minority shareholders attending the meeting.
6. The proposal on approving daily connected transactions in 2022 was deliberated and adopted
Che Chengju, a related shareholder, has avoided voting on the proposal. The voting results are as follows:
1416309265 shares were approved, accounting for 998075% of the total voting shares of shareholders attending the meeting; Against 73340 shares, accounting for 0.0052% of the total voting shares of shareholders attending the meeting; 2658346 shares were abstained, accounting for 0.1873% of the total voting shares of shareholders attending the meeting.
Among them, the voting of minority shareholders: 111061880 shares were agreed, accounting for 975994% of the shares held by minority shareholders attending the meeting; Against 73340 shares, accounting for 0.0645% of the shares held by minority shareholders attending the meeting; 2658346 shares were abstained, accounting for 2.3361% of the shares held by minority shareholders attending the meeting.
7. The proposal on the prediction of the guarantee amount of the company and its subsidiaries in 2022 was deliberated and adopted
The voting results are as follows:
Agree to 1506019616 shares, accounting for 988158% of the shares held by all shareholders attending the meeting; Against 15439180 shares, accounting for 1.0130% of the shares held by all shareholders attending the meeting; 2609246 shares were abstained, accounting for 0.1712% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 95745140 shares were agreed, accounting for 841393% of the shares held by minority shareholders attending the meeting; Against 15439180 shares, accounting for 135677% of the shares held by minority shareholders attending the meeting; 2609246 shares were abstained, accounting for 2.2930% of the shares held by minority shareholders attending the meeting.
8. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
The voting results are as follows:
Agree to 1504560476 shares, accounting for 987200% of the shares held by all shareholders attending the meeting; Against 16863220 shares, accounting for 1.1065% of the shares held by all shareholders attending the meeting; 2644346 shares were abstained, accounting for 0.1735% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 94286000 shares were agreed, accounting for 828571% of the shares held by minority shareholders attending the meeting; Against 16863220 shares, accounting for 148191% of the shares held by minority shareholders attending the meeting; 2644346 shares were abstained, accounting for 2.3% of the shares held by minority shareholders attending the meeting
