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Guoxin Xinyang law firm on Guangdong Rongtai Industry Co.Ltd(600589)
Legal opinion of 2021 annual general meeting
Guo Xin Xin Yang FA Zi (2022) No. 0081 to: Guangdong Rongtai Industry Co.Ltd(600589)
Entrusted by Guangdong Rongtai Industry Co.Ltd(600589) (hereinafter referred to as “the company”), Guoxin Xinyang law firm (hereinafter referred to as “the firm”) appointed lawyer Morris and Lawyer Zhang Teng (hereinafter referred to as “the firm”) to witness the 2021 annual general meeting of shareholders (hereinafter referred to as “the shareholders’ meeting”) held by the company. The lawyer of the firm issues this legal opinion in accordance with 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 and other laws and regulations, normative documents and the articles of association of the company of the CSRC.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the company law, the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure 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 bear corresponding legal liabilities.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the professional standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. After verification, the shareholders’ meeting was convened by the 8th board of directors of the company. In order to hold this general meeting of shareholders, the company held the 20th meeting of the 8th board of directors and the 16th meeting of the 8th board of supervisors on April 28, 2022. The above-mentioned board of directors meeting deliberated and approved the proposal to hold the 2021 annual general meeting of shareholders of the company on May 20, 2022, and incorporated the 2021 annual work report of the board of directors and the work report of the board of supervisors adopted by the above-mentioned board of directors and board of supervisors Annual report of the company in 2021 (full text and abstract), annual profit distribution plan in 2021, financial final account report in 2021, work report of independent directors in 2021, proposal on the company’s application for comprehensive credit line to financial institutions in 2022, proposal on goodwill impairment test in 2021, proposal on write off of some accounts receivable A total of 11 proposals, including the proposal on scrapping some long-term assets and the proposal on provision for credit impairment, were submitted to the general meeting of shareholders for deliberation.
2. On April 30, 2022, the board of directors of the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of convening the general meeting of shareholders was published on the. According to the above announcement, the shareholders’ meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the time, place, method, online voting time, online voting procedures, attendees, deliberation matters, voting notes of the shareholders’ meeting, etc.
3. Due to the interim proposal put forward by the shareholder Guangdong Rongtai advanced porcelain Co., Ltd., the company held the 21st interim meeting of the 8th board of directors and the 17th interim meeting of the 8th board of supervisors on May 9, 2022, and the proposal on the general election of non independent directors of the 9th board of directors adopted by the above-mentioned board of directors and board of supervisors was adopted The proposal on the election of independent directors of the ninth board of directors and the proposal on the election of non employee supervisors of the ninth board of supervisors were submitted to the general meeting of shareholders for deliberation. 4. On May 10, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of adding temporary proposals to the general meeting of shareholders was published on the.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders of the company was held as scheduled at 2:00 p.m. on May 20, 2022 in the conference room on the first floor of the company in Jiedong Economic Experimental Zone, Guangdong Province. The meeting was presided over by Chairman Yang Baosheng. In the online voting of the general meeting of shareholders, the voting implemented through the voting platform of the trading system of Shanghai Stock Exchange will be conducted during 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; Voting through the Internet voting platform of Shanghai Stock Exchange will be conducted from 9:15 to 15:00 on May 20, 2022. The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and content of the shareholders’ meeting are consistent with those of the announcement. 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 for the general meeting of shareholders of listed companies and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting of the general meeting of shareholders
A total of 4 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 288899339 shares with effective voting rights, accounting for 410348% of the total voting shares of the company. Our lawyers have verified the identity certificates, shareholding certificates and power of attorney of the above shareholders or shareholder agents.
2. Shareholders participating in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., the number of shareholders participating in online voting at this shareholders’ meeting is 62, representing 11946921 shares with effective voting rights, accounting for 1.6969% of the total voting shares of the company. The qualification of shareholders participating in voting through the network system has been verified by the online voting system of Shanghai Stock Exchange.
3. Non voting personnel
The company’s directors, supervisors, senior managers and witness lawyers employed by the company attended the shareholders’ meeting as nonvoting delegates.
(II) this shareholders’ meeting is convened by the 8th board of directors of the company
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The general meeting of shareholders was convened by the board of directors, which complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Proposal of this shareholders’ meeting
The proposals considered at this shareholders’ meeting are:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Annual report of the company in 2021 (full text and abstract);
4. Annual profit distribution plan for 2021;
5. Financial statement report of 2021;
6. Report on the work of independent directors in 2021;
7. Proposal on the company’s application for comprehensive credit line from financial institutions in 2022;
8. Proposal on the company’s goodwill impairment test in 2021;
9. Proposal on write off of some accounts receivable;
10. Proposal on scrapping some long-term assets;
11. Proposal on provision for credit impairment;
12. Proposal on the general election of non independent directors of the ninth board of directors;
13. Proposal on the election of independent directors of the ninth board of directors by the general election of the board of directors;
14. Proposal on the general election of non employee supervisors of the ninth board of supervisors.
Among them, the proposal on the election of non independent directors of the ninth board of directors, the proposal on the election of independent directors of the ninth board of directors and the proposal on the election of non employee supervisors of the ninth board of supervisors apply to the cumulative voting system. Relevant announcements have been published on the website of Shanghai Stock Exchange and other designated media on April 30, 2022 and May 10, 2022. Upon inspection, the matters discussed at this shareholders’ meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. For online voting, Shanghai Stock Exchange Information Network Co., Ltd. provides the voting weight and statistics of online voting. Accordingly, after the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
(II) voting results of the general meeting of shareholders
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 297629130 shares were approved, 2901530 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 2. Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 297727430 shares were approved, 2803230 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989633% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 3. The annual report of the company for 2021 (full text and abstract) was reviewed and adopted
Voting results: 297629130 shares were approved, 2901530 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 4. The annual profit distribution plan for 2021 was reviewed and approved
Voting results: 297629130 shares were approved, 2901530 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. Among them, the voting of small and medium-sized investors: 8729791 shares agreed; Against 2901530 shares; 315600 shares waived.
5. Deliberated and adopted the financial final accounts report of 2021
Voting results: 297629130 shares were approved, 2901530 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 6. Deliberated and adopted the report on the work of independent directors in 2021
Voting results: 297727430 shares were approved, 2803230 shares were opposed and 315600 shares were abstained. The number of approved shares accounted for 989633% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 7. The proposal on the company’s application for comprehensive credit line from financial institutions in 2022 was deliberated and passed. The voting results: 299800230 shares were agreed, 635130 shares were opposed, 410900 shares were abstained, and the number of shares agreed accounted for 996523% of the total voting shares held by shareholders and their entrusted agents attending the meeting.
8. The proposal on the company’s goodwill impairment test in 2021 was deliberated and passed
Voting results: 297629130 shares were approved, 2904530 shares were opposed and 312600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 9. Deliberated and passed the proposal on write off of some accounts receivable
Voting results: 297675130 shares were approved, 2858530 shares were opposed, and 312600 shares were abstained. The number of approved shares accounted for 989459% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 10. Deliberated and passed the proposal on scrapping some long-term assets
Voting results: 297629130 shares were approved, 2904530 shares were opposed and 312600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 11. Deliberated and passed the proposal on provision for credit impairment
Voting results: 297629130 shares were approved, 2904530 shares were opposed and 312600 shares were abstained. The number of approved shares accounted for 989306% of the total voting shares held by shareholders and their entrusted agents attending the meeting. 12.00 the voting details of the proposal on the general election of non independent directors of the ninth board of directors are as follows:
12.01 voting results of Huo Yan as a non independent director of the ninth board of directors in the general election of the board of directors: 295447216 shares were agreed, accounting for 982053% of the total voting shares held by shareholders and their entrusted agents attending the meeting.
Among them, the voting of small and medium-sized investors: 6547877 shares agreed.
12.02 voting results on the election of Xia Chunyuan as a non independent director of the ninth board of directors: 295446216 shares were agreed, accounting for 982050% of the total voting shares held by shareholders and their entrusted agents attending the meeting.
Among them, the voting of small and medium-sized investors: 6546877 shares agreed.
12.03 about the general election of the board of directors, Zeng Qiwei
