Beijing zhouzhitong law firm
About Shengda Resources Co.Ltd(000603)
Legal opinion of the annual general meeting of shareholders in 2021
To: Shengda Resources Co.Ltd(000603)
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 (hereinafter referred to as the rules) and other relevant laws and regulations, other normative documents and the requirements of the articles of association of Shengda Resources Co.Ltd(000603) (hereinafter referred to as the “company”), Beijing zhouzhitong law firm (hereinafter referred to as the “exchange”) accepts the entrustment of the company, Issue legal opinions on the convening and convening procedures of the company’s 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”), the qualifications of the participants and conveners, the voting procedures and voting results of the meeting and other related issues.
For the purpose of issuing this legal opinion, the firm appointed lawyer Ding Canping and Lawyer Liu Min to attend the shareholders’ meeting of the company as nonvoting delegates, and reviewed and verified the legal documents and other materials related to the convening of the shareholders’ meeting provided by the company. To this end, the company promises that it has provided the original written materials, copies or oral testimony that the lawyers of the firm consider necessary for issuing this legal opinion, and the relevant copies or copies are consistent with the original. The lawyer of the firm agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders in accordance with relevant regulations. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On April 29, 2022, the board of directors of the company published the notice of Shengda Resources Co.Ltd(000603) on convening the 2021 annual general meeting of shareholders and the announcement of the resolution of the 10th meeting of Shengda Resources Co.Ltd(000603) the 10th board of directors (hereinafter collectively referred to as the announcement of the board of directors) on China Securities Journal, Shanghai Securities News, securities daily and cninfo.com, announcing the time, place, meeting method and deliberation matters of the shareholders’ meeting.
2. The general meeting of shareholders is held in a combination of on-site voting and online voting. 3. The on-site meeting place of the general meeting of shareholders is the conference room on the 5th floor of Shengda building, 158 Nanfang Zhuang, Fengtai District, Beijing.
4. The time for online voting through the trading system of Shenzhen Stock Exchange at this shareholders’ meeting is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 20, 2022. The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 20, 2022.
5. According to the announcement of Shengda Resources Co.Ltd(000603) on the change of directors and senior managers issued by the company on April 29, 2022, Mr. Zhu Shengli applied for resignation from the chairman and other relevant positions of the company for personal reasons. Before the by election of the chairman, Mr. Zhao Qing, the vice chairman, performed the chairman’s duties on his behalf. And article 113 of the Shengda Resources Co.Ltd(000603) articles of Association (reviewed and approved by the 2020 annual general meeting of shareholders) issued by the company on June 3, 2021 stipulates: “the vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties”. On May 20, 2022, the general meeting of shareholders was held as scheduled according to the above notice, and the on-site meeting was presided over by Mr. Zhao Qing, the vice chairman.
According to the inspection of our lawyers, the time, method and content of the notice of the company’s meeting are in line with the provisions of the company law, the rules and the articles of Association; The actual time, place and content of the shareholders’ meeting are consistent with those notified in the announcement of the board of directors.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
According to the register of shareholders, register of attendance and statistical table of online voting results provided by the company, there are 12 shareholders and authorized representatives of shareholders attending the general meeting of shareholders, including 3 shareholders and authorized representatives of shareholders attending the on-site meeting and 9 shareholders voting online, They are the shareholders and authorized representatives of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the transaction on the afternoon of May 16, 2022. The shares represented are 275251905 shares (27525905 shares), accounting for 398934% of the total voting shares of the company. Among them, there are 3 shareholders and authorized representatives of shareholders attending the on-site meeting, representing 271399446 shares (271399446 shares), accounting for 393350% of the total voting shares of the company; There are 9 shareholders participating in online voting, representing three million eight hundred and fifty-two thousand four hundred and fifty-nine shares (3852459 shares), accounting for 0.5584% of the total voting shares of the company. The shareholders attending the on-site meeting provided valid certificates of the qualification of the legal representative, identity certificates of the shareholders themselves and certificates of shareholding; The authorized representative of the shareholders attending the meeting on behalf of the shareholders provided the power of attorney, the identity certificate of the agent and the certificate of shareholders’ shareholding. Shareholders who vote online through the trading system of Shenzhen Stock Exchange and vote through the Internet voting system of Shenzhen Stock Exchange shall be authenticated by the system.
2. Other personnel attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company and lawyers of the firm.
Our lawyers believe that the above-mentioned persons are legally qualified to attend the general meeting of shareholders. 3、 The shareholders’ meeting deliberated the proposal
Witnessed by our lawyers, the shareholders’ meeting considered the proposals listed in the announcement of the board of directors:
1. Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
3. Full text and summary of 2021 Annual Report
4. Financial statement report of 2021
5. 2021 profit distribution plan
6. Proposal on the proposed renewal of accounting firm
7. Proposal on the prediction of the guarantee amount of the company and its subsidiaries in 2022
8. Proposal on by election of non independent directors
9. Proposal on by election of independent directors
Listen to the 2021 work report of the company’s independent directors and the 2021 work report of the company’s supervisors.
There was no new proposal made by the board of directors, the board of supervisors or shareholders at the shareholders’ meeting. 4、 Voting procedures and results of this general meeting of shareholders
1. The on-site meeting of the shareholders’ meeting voted item by item on the proposals listed in the meeting notice by open ballot, and counted and monitored the votes in accordance with the procedures specified in relevant laws and regulations and the articles of association.
2. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. will provide the company with the statistics of the total number of online voting.
3. The voting results of on-site voting and online voting were combined and counted at this shareholders’ meeting. Among them, the voting results of online voting are summarized and counted by Shenzhen Securities Information Co., Ltd., which is responsible for its authenticity.
4. Upon the verification of the lawyers of the firm, the proposal of the general meeting of shareholders was effectively adopted after being voted by the shareholders with voting rights attending the general meeting of shareholders and the authorized representatives of shareholders, and the minutes of the meeting were signed by the directors of the company attending the meeting.
5. After verification by the lawyers of the firm, the specific voting results of various proposals submitted to the general meeting of shareholders for deliberation are as follows:
(1) Deliberated and adopted the work report of the board of directors in 2021
Overall voting: 275127405 shares were approved, accounting for 999548% of the shares held by all shareholders attending the meeting; Against 124500 shares, accounting for 0.0452% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3727959 shares were approved, accounting for 967683% of the shares held by minority shareholders attending the meeting; Against 124500 shares, accounting for 3.2317% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(2) Work report of the board of supervisors in 2021
Overall voting: 275127405 shares were approved, accounting for 999548% of the shares held by all shareholders attending the meeting; Against 124500 shares, accounting for 0.0452% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3727959 shares were approved, accounting for 967683% of the shares held by minority shareholders attending the meeting; Against 124500 shares, accounting for 3.2317% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(3) Full text and summary of 2021 Annual Report
Overall voting: 275127405 shares were approved, accounting for 999548% of the shares held by all shareholders attending the meeting; Against 124500 shares, accounting for 0.0452% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3727959 shares were approved, accounting for 967683% of the shares held by minority shareholders attending the meeting; Against 124500 shares, accounting for 3.2317% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(4) Financial statement report of 2021
Overall voting: 275127405 shares were approved, accounting for 999548% of the shares held by all shareholders attending the meeting; Against 124500 shares, accounting for 0.0452% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3727959 shares were approved, accounting for 967683% of the shares held by minority shareholders attending the meeting; Against 124500 shares, accounting for 3.2317% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(5) 2021 profit distribution plan
Overall voting: 275105205 shares were approved, accounting for 999467% of the shares held by all shareholders attending the meeting; Against 146700 shares, accounting for 0.0533% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3705759 shares were approved, accounting for 961920% of the shares held by minority shareholders attending the meeting; Against 146700 shares, accounting for 3.8080% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(6) Proposal on the proposed renewal of accounting firm
Overall voting: 275127405 shares were approved, accounting for 999548% of the shares held by all shareholders attending the meeting; Against 124500 shares, accounting for 0.0452% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 3727959 shares were approved, accounting for 967683% of the shares held by minority shareholders attending the meeting; Against 124500 shares, accounting for 3.2317% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(7) Proposal on the prediction of the guarantee amount of the company and its subsidiaries in 2022
Overall voting: 27227272946 shares were approved, accounting for 989177% of the shares held by all shareholders attending the meeting; 2978959 shares opposed, accounting for 1.0823% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 873500 shares were agreed, accounting for 226738% of the shares held by minority shareholders attending the meeting; 2978959 shares were opposed, accounting for 773262% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting results: the proposal was approved by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
(8) Proposal on by election of non independent directors
By electing Mr. Chen Siru as a non independent director of the 10th board of directors of the company
