Hubei songzhisheng law firm
About Huaxin Cement Co.Ltd(600801)
Legal opinion of 2021 annual general meeting of shareholders
To: Huaxin Cement Co.Ltd(600801)
Entrusted by Huaxin Cement Co.Ltd(600801) (hereinafter referred to as “the company”), Hubei songzhisheng law firm (hereinafter referred to as “the firm”) appoints us to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), and issues legal opinions on the legality of the convening and convening procedures, the qualification of the attendees, the qualification of the convener, and the legality and validity of the voting procedures and voting results of the general meeting of shareholders.
In order to issue this legal opinion, we attended the shareholders’ meeting, reviewed the relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters. In the process of reviewing relevant documents, the company guarantees and promises to us that the documents and explanations it submits to us are true, and has provided the original written materials, copies or oral testimony necessary for this legal opinion, and the relevant copies or copies are consistent with the original.
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders), the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – normative operation, as well as other relevant laws, regulations, normative documents and Huaxin Cement Co.Ltd(600801) 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, the legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders was held by combining on-site voting and online voting. Twenty days before the meeting, the board of directors of the company has announced the time and place of the shareholders’ meeting, the matters to be considered at the meeting, the participants and on-site meeting registration methods, the equity registration date of shareholders entitled to attend the meeting and their right to entrust agents to attend and vote at the on-site meeting in writing, as well as the voting time and voting procedures of online voting, It shall be announced on China Securities Journal, Shanghai Securities News and websites designated by China Securities Regulatory Commission. The above announcement has listed the matters discussed at the shareholders’ meeting and disclosed the contents of all proposals as required.
The on-site meeting of the company’s general meeting of shareholders was held as scheduled on May 20, 2022, and the actual time, place and content of the meeting were consistent with the announcement.
The shareholders’ meeting of the company adopts the network system of Shanghai Stock Exchange. The voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The voting time through the Internet voting platform is 9:15-15:00 on May 20, 2022.
It is verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
(I) shareholders attending the general meeting
1. A total of 7 shareholders (including shareholders’ agents, the same below) attended the on-site meeting of the general meeting of shareholders, representing 1274684652 shares, accounting for 60.85% of the total shares of the company. Among them, there are 810797635 A-share voting shares, accounting for 38.70% of the total shares of the company; H shares 463887017 voting shares, accounting for 22.14% of the total shares of the company.
The lawyer of the firm checked the identity certificate, shareholding certificate and power of attorney provided by the shareholders or their agents attending the on-site meeting of the general meeting of shareholders with the register of shareholders of the company’s A-Shares and other relevant supporting documents provided by China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the market on the afternoon of May 13, 2022, It is considered that the qualification of the representatives of A-share shareholders attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association. The qualification of H-share shareholders attending the on-site meeting of the general meeting of shareholders shall be determined with the assistance of Hong Kong Central Securities Registration Co., Ltd.
2. According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., 12 shareholders participated in the online voting of the general meeting of shareholders, representing 70663757 shares, accounting for 3.37% of the total shares of the company. The above qualifications of shareholders voting through the online voting system shall be verified by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange.
(II) other personnel attending the on-site meeting of the general meeting of shareholders
In addition to the above-mentioned shareholders and shareholders’ agents, some directors, supervisors, Secretary of the board of directors, senior managers and witness lawyers of the company also attended the on-site meeting of the general meeting of shareholders.
(III) qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company and has the qualification of convener of this general meeting of shareholders.
After verification, on the premise that the qualifications of shareholders and H-share shareholders participating in the online voting of the general meeting of shareholders are legal and compliant, the qualifications of personnel and conveners attending the general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the company’s general meeting of shareholders voted on the matters listed in the announcement by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association.
The company made consolidated statistics on the voting results of the on-site meeting and online voting results of the general meeting of shareholders. The voting results of the general meeting of shareholders are as follows:
1. Proposal 1: work report of the board of directors in 2021
The voting result was 1343160803 shares in favor, 1432298 against and 755308 abstentions. Among them, 881264992 A shares agreed, 31800 opposed and 164600 abstained; 461895811 H shares agreed, 1400498 opposed and 590708 abstained. The number of approved shares accounts for 998374% of the total number of effective voting shares held by shareholders (representatives) attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
2. Proposal 2: work report of the board of supervisors in 2021
The voting results were: 1343015003 shares agreed, 1427498 shares opposed and 905908 shares abstained. Among them, 881264992 A shares agreed, 31800 opposed and 164600 abstained; 461750011 H shares agreed, 1395698 opposed and 741308 abstained.
The number of approved shares accounts for 998266% of the total number of effective voting shares held (represented) by shareholders attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
3. Proposal 3: annual report for 2021
The voting results were: 1343016823 shares agreed, 1397046 shares opposed and 934540 shares abstained. Among them, 881264992 A shares agreed, 31800 opposed and 164600 abstained; 461751831 H shares agreed, 1365246 opposed and 769940 abstained. The number of approved shares accounts for 998267% of the total number of effective voting shares held (represented) by shareholders attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
4. Proposal 4: financial final accounts of 2021 and financial budget report of 2022
The voting results were: 1343012194 shares agreed, 1427398 against and 908817 abstained. Among them, 881264992 A shares agreed, 31800 opposed and 164600 abstained; 461747202 H shares agreed, 1395598 opposed and 744217 abstained. The number of approved shares accounts for 998263% of the total number of effective voting shares held by shareholders (representatives) attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
5. Proposal 5: profit distribution plan for 2021
The voting results were: 1344335169 shares agreed, 267932 against and 745308 abstained. Among them, 881422092 A shares agreed, 39300 opposed and 0 abstained; 462913077 H shares agreed, 228632 opposed and 745308 abstained. The number of approved shares accounts for 999247% of the total number of effective voting shares held (represented) by shareholders attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
6. Proposal 6: proposal on reappointment of the company’s accounting firm for financial audit and internal control audit in 2022
The voting results were: 1343053109 shares agreed, 1544992 shares opposed and 750308 shares abstained. Among them, 881429592 A shares agreed, 31800 opposed and 0 abstained; 461623517 H shares agreed, 1513192 opposed and 750308 abstained. The number of approved shares accounts for 998294% of the total number of effective voting shares held (represented) by shareholders attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal is considered and adopted by ordinary resolution.
7. Proposal 7: proposal on providing guarantee for subsidiaries
The voting results were: 1272352830 shares agreed, 72251067 against and 744512 against
Share waiver. Among them, 832443224 A shares agreed, 49018168 opposed and 0 abstained; 439909606 H shares agreed, 23232899 opposed and 744512 abstained. The number of approved shares accounted for 945742% of the total number of effective voting shares held by shareholders (representatives) attending the on-site meeting of the general meeting of shareholders and participating in online voting. The proposal was considered and adopted by ordinary resolution.
It is verified that the voting procedures and voting results of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association.
4、 Concluding observations
Through on-site witness, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of Association; The qualifications of the personnel attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
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