about
Shanying International Holdings Co.Ltd(600567)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
T&C Law Firm
Building 3101, Huanglong Road, Hangzhou, Zhejiang
Tel: 05718790 1111 Fax: 05718790 1500
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T&C Law Firm
About Shanying International Holdings Co.Ltd(600567)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
No.: tcyjs2022h0736 to: Shanying International Holdings Co.Ltd(600567)
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”), 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 other relevant normative documents of the China Securities Regulatory Commission, Entrusted by Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as Shanying International Holdings Co.Ltd(600567) “or” the company “), Zhejiang Tiance law firm (hereinafter referred to as” the firm “) appoints lawyer Fu Xiaoning and Lawyer Liu Zhenni to attend the second extraordinary general meeting of shareholders in Shanying International Holdings Co.Ltd(600567) 2022 and issues this legal opinion.
This legal opinion is only for the purpose of the second extraordinary general meeting of shareholders in Shanying International Holdings Co.Ltd(600567) 2022. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of Shanying International Holdings Co.Ltd(600567) this general meeting of shareholders. In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have conducted necessary verification and verification on the relevant matters and documents involved in Shanying International Holdings Co.Ltd(600567) this general meeting of shareholders, and attended the second extraordinary general meeting of shareholders in Shanying International Holdings Co.Ltd(600567) 2022. The legal opinions are as follows: I. procedures for convening and convening this general meeting of shareholders
(I) upon the verification of the lawyers of the exchange, Shanying International Holdings Co.Ltd(600567) this general meeting of shareholders was proposed and convened by the board of directors, and the notice of convening this general meeting of shareholders was announced on Shanghai Securities Journal, China Securities Journal, securities times and the website of Shanghai Stock Exchange on April 30, 2022.
The agenda of the shareholders’ meeting is as follows:
1. Proposal on the company meeting the conditions for issuing corporate bonds
2. Proposal on the company’s plan to issue corporate bonds
2.01 issuance scale
2.02 term and variety of bonds
2.03 bond interest rate and its determination method
2.04 issuance method
2.05 purpose of raised funds
2.06 placement arrangements to shareholders of the company
2.07 guarantee arrangements
2.08 debt repayment guarantee measures
2.09 validity of resolution
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the issuance of corporate bonds
(II) the meeting adopts the combination of on-site voting and online voting. According to the notice of the meeting, the on-site part of the meeting will be held at 14:30 on May 20, 2022; Starting and ending time of online voting: from May 20, 2022 to May 20, 2022, the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The meeting was held in Shanying International Holdings Co.Ltd(600567) office building, Qinjian Road, Maanshan City, Anhui Province.
The above issues and related matters have been listed and disclosed in the notice and announcement of the general meeting of shareholders.
The general meeting of shareholders was held in accordance with the time, place, methods and procedures announced, and in accordance with laws and regulations and the Shanying International Holdings Co.Ltd(600567) articles of Association (hereinafter referred to as the “articles of association”). 2、 Qualification of attendees of the general meeting of shareholders
According to the company law, the securities law, the articles of association and the notice of this shareholders’ meeting, the persons attending this shareholders’ meeting are:
1. As of the equity registration date, all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their entrusted agents after the closing of the market on May 12, 2022;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company;
4. Other personnel.
After the Secretariat of the general meeting and the lawyers of the firm checked the attendance certificates, 263 shareholders and authorized representatives attended the general meeting, representing 1364853540 shares, accounting for 295667% of the total Shanying International Holdings Co.Ltd(600567) share capital. Of which:
A total of 7 shareholders or authorized representatives attended the on-site meeting of the general meeting of shareholders, representing 1026393270 shares with effective voting rights, accounting for 222347% of the total shares of Shanying International Holdings Co.Ltd(600567) with effective voting rights.
According to the statistical results of online voting provided by Shanghai Stock Exchange Information Network Co., Ltd. (hereinafter referred to as “information company”) to the company after the online voting of the general meeting of shareholders, a total of 256 shareholders participated in the online voting of the general meeting of shareholders, representing 338460270 shares with effective voting rights, accounting for 7.3320% of the total shares Shanying International Holdings Co.Ltd(600567) with effective voting rights. The qualification of shareholders voting through the Internet has been verified by the information company.
Our lawyers believe that Shanying International Holdings Co.Ltd(600567) attending the meeting and the qualification of shareholders’ agents meet the provisions of relevant laws, regulations, normative documents and the articles of association, and have the right to review and vote on the proposals of the meeting. 3、 Voting procedures of the general meeting of shareholders
According to the inspection, the shareholders’ meeting voted on the topics discussed at the meeting by open ballot in accordance with the voting procedures specified in laws, regulations and the articles of association, monitored the votes in accordance with the procedures specified in the articles of association, and announced the voting results on the spot. The shareholders and shareholders’ agents attending the meeting had no objection to the voting results.
According to the voting results, all proposals of this meeting were approved by the general meeting of shareholders, and the minutes and resolutions of the meeting were signed by the directors of the company attending the meeting.
The voting procedure of this general meeting of shareholders is legal and effective. 4、 Concluding observations
To sum up, our lawyers believe that Shanying International Holdings Co.Ltd(600567) the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and the voting procedures of the meeting are in line with the provisions of laws, regulations and the articles of Association; The voting result is legal and valid.
(there is no text on this page, which is the signature page of tcyjs2022h0736 legal opinion of Zhejiang Tiance law firm on the second extraordinary general meeting of shareholders in Shanying International Holdings Co.Ltd(600567) 2022)
T&C Law Firm
Person in charge: Zhang Jingzhong
Signature:
Handling lawyer: Fu Xiaoning
Signed by: Handling lawyer: Liu Zhenni
Signature:
