Beijing Deheng Law Firm
About Suzhou Yangtze New Materials Co.Ltd(002652)
Of the 2021 annual general meeting
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Suzhou Yangtze New Materials Co.Ltd(002652)
Of the 2021 annual general meeting
Legal opinion
Deheng 01g202106514
To: Suzhou Yangtze New Materials Co.Ltd(002652)
Suzhou Yangtze New Materials Co.Ltd(002652) (hereinafter referred to as “the company”) the 2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”) was held on May 20, 2022. Entrusted by the company, Beijing Deheng Law Firm (hereinafter referred to as “Deheng”) appointed lawyer Li Zhiqiang and lawyer Zhao huailiang (hereinafter referred to as “Deheng lawyer”) to attend the meeting by video. In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and 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”) According to the provisions of Suzhou Yangtze New Materials Co.Ltd(002652) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Suzhou Yangtze New Materials Co.Ltd(002652) shareholders’ meeting (hereinafter referred to as the “rules of procedure of shareholders’ meeting”), lawyer Deheng witnessed and gave legal opinions on the convening, convening procedures, qualification of on-site attendees, voting procedures and other related matters of this meeting.
In order to issue this legal opinion, lawyer Deheng reviewed the following documents provided by the company, including but not limited to: (I) articles of Association;
(II) resolutions of the 17th meeting of the 5th board of directors;
(III) register of securities holders;
(IV) the notice of Suzhou Yangtze New Materials Co.Ltd(002652) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as “the notice of the general meeting of shareholders”) announced by the company on cninfo.com on April 30, 2022;
(V) registration records and vouchers of shareholders attending the meeting;
(VI) information on the voting of shareholders at the meeting;
(VII) other documents of the meeting.
Lawyer Deheng is guaranteed as follows: the company has provided the materials that lawyer Deheng considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the articles of association, the rules of procedure of the general meeting of shareholders and the requirements of the company, lawyer Deheng only asked whether the convening and convening procedures of the company’s current meeting comply with the relevant provisions of laws, regulations, normative documents and the articles of association, the rules of procedure of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Express opinions on whether the voting results are legal and effective, and do not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, lawyer Deheng issued the following legal opinions on the legal matters related to the convening and holding of this meeting of the company:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 17th meeting of the 5th board of directors held on April 28, 2022, the board of directors of the company convened this meeting.
2. The board of directors of the company issued the notice of the general meeting of shareholders on cninfo.com on April 30, 2022. The announcement date of the meeting notice has reached 20 days from the date of the meeting, and the interval between the equity registration date and the date of the meeting is no more than 7 working days.
3. The notice fully discloses the meeting’s contents, contact person, registration method of the meeting, and fully lists the meeting’s time and place of the meeting.
Lawyer Deheng believes that the convening procedure of this meeting of the company complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders. (II) convening of this meeting
1. This meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 9:30 a.m. on Friday, May 20, 2022 in the company’s conference room as scheduled. The actual time, place and method of this meeting are the same as those notified in the notice of the general meeting of shareholders.
The online voting time is May 20, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 20, 2022 to 15:00 p.m. on May 20, 2022.
2. The meeting was convened by the board of directors of the company and presided over by Mr. Wang Gonghu, chairman of the board. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors made records of the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening this meeting. Lawyer Deheng believes that the actual time, place and content of the meeting are consistent with those notified in the notice. The convening and convening procedures of the meeting comply with the company law, rules of general meeting and other laws, regulations, normative documents, as well as the relevant provisions of the company’s Charter and rules of procedure of general meeting.
2、 Qualification of participants and convener of the meeting
(I) there are 3 shareholders and their authorized agents attending the on-site meeting and online voting, holding 154337702 shares of the company, accounting for 301403% of the total shares of the company. Of which:
1. There are 2 Shareholders and their authorized agents attending the on-site meeting, and the number of voting shares represented is 154329702, accounting for 301388% of the total voting shares of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of this meeting, a total of one shareholder participated in the online voting of this meeting, representing 8000 shares with voting rights, accounting for 0.0016% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3. A total of 1 minority investor shareholder and shareholder agent attended the on-site meeting and online voting of this meeting, representing 8000 shares with voting rights, accounting for 0.0016% of the total voting shares of the company.
(II) the directors, supervisors and Secretary of the board of directors of the company attended the meeting, and other senior managers and Deheng lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend the meeting.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by lawyer Deheng, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting adopted the combination of on-site voting and online voting to vote on the proposals of the meeting. According to the video witness of lawyer Deheng, the proposal considered at this meeting of the company is consistent with the deliberation items listed in the notice of the general meeting of shareholders, and there is no modification of the proposal notified at this meeting.
(II) in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, two shareholders’ representatives, one supervisor’s representative and Deheng lawyer are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted by ordinary resolution. The voting results: 154329702 shares were agreed, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. According to the voting results, the bill was passed.
2. The proposal on the work report of the board of supervisors of the company in 2021 was deliberated and passed by ordinary resolution. The voting results: 154329702 shares were agreed, accounting for 999948% of the total effective voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. According to the voting results, the bill was passed.
3. The proposal on the 2021 annual report and summary of the company was deliberated and adopted by ordinary resolution
Voting results: 154329702 shares were approved, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
4. The proposal on the 2021 annual financial statement of the company was deliberated and adopted by ordinary resolution
Voting results: 154329702 shares were approved, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. According to the voting results, the bill was passed.
5. The proposal on the company’s 2021 profit distribution plan was deliberated and adopted by ordinary resolution
Voting results: 154329702 shares were approved, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. According to the voting results, the bill was passed.
6. The proposal on the company’s 2022 financial budget report was deliberated and adopted by ordinary resolution
Voting results: 154329702 shares were approved, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. According to the voting results, the bill was passed.
7. The proposal on the prediction of the company’s daily related party transactions in 2022 was considered and approved by ordinary resolution. The voting results: 153 Shanghai Pudong Development Bank Co.Ltd(600000) shares were agreed, accounting for 999948% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 8000 shares, accounting for 0.0052% of the effective voting shares of such shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of such shareholders. Jin Yueguo, the related shareholder of the proposal, avoided voting.
According to the voting results, the bill was passed.
8. Deliberated and adopted by ordinary resolution on the renewal of the company 20
