Jiangsu century Tongren law firm
About Wuxi Honghui New Materials Technology Co.Ltd(002802)
Legal opinion of 2021 annual general meeting of shareholders
4 / F, block C, jiangdao zhicube, Xiankun Road, Jianye District, Nanjing post code: 210019
Tel: + 86 2583304480 Fax: + 86 2583329335
Jiangsu century Tongren law firm
About Wuxi Honghui New Materials Technology Co.Ltd(002802)
Legal opinion of 2021 annual general meeting of shareholders
To: Wuxi Honghui New Materials Technology Co.Ltd(002802)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association of the company, entrusted by the board of directors of your company, we appoint our lawyer to attend the 2021 annual general meeting of shareholders of your company, and discuss the convening, convening procedures, qualification of attendees, qualification of conveners Issue legal opinions on the voting procedures and the legality and validity of the voting results.
In order to issue this legal opinion, the lawyer reviewed the relevant matters involved in this shareholders’ meeting, consulted the documents that the lawyer considered necessary for issuing legal opinions, and conducted necessary verification and verification on relevant issues.
The lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, the lawyer issues the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors. On April 29, 2022, your company held the 14th meeting of the 4th board of directors and decided to hold the 2021 annual general meeting of shareholders on May 20, 2022.
On April 30, 2022, your company published in the securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice of Wuxi Honghui New Materials Technology Co.Ltd(002802) on convening the 2021 annual general meeting of shareholders was published on the.
Shanghai Securities Times, February 17, 2022（ http://www.cn.info.com.cn. ）The suggestive announcement of Wuxi Honghui New Materials Technology Co.Ltd(002802) on convening the 2021 annual general meeting of shareholders was published on the.
In addition to specifying the time, place, equity registration date, convener of the meeting, registration procedures for shareholders to attend the meeting and other matters, the above meeting notice and suggestive announcement also provide online voting methods and specify the specific operation process of participating in online voting.
After investigation, your company published the notice of the meeting 20 days before the shareholders’ meeting.
2. The shareholders’ meeting of your company was held at 14:30 p.m. on May 20, 2022 in Room 305, Wuxi Honghui New Materials Technology Co.Ltd(002802) complex building, Donggang Town, Xishan District, Wuxi City, Jiangsu Province. The meeting was presided over by Mr. Xiang Liang, chairman of the board. The time and place of the meeting were consistent with the disclosure of the above notice. This general meeting of shareholders adopts the combination of on-site voting and online voting. Your company adopts the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network. The shareholders of the company can exercise their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system during the online voting time. The time and method of online voting are consistent with the contents of the notice of the general meeting of shareholders.
After checking the meeting documents and information disclosure materials of your company on the convening of this general meeting of shareholders, our lawyer believes that: your company has announced the time, place, content, participants, registration procedures and other relevant matters of this general meeting of shareholders within the statutory time limit, the time, place and agenda of this meeting of your company are consistent with the announcement of the meeting, and the convening and convening procedures of this meeting comply with the law Administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
1. Qualification of attendees
According to the lawyer’s inspection, there are 12 shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, and the number of voting shares held by them is 59034659 shares, accounting for 547271% of the total voting shares of the company. According to the online voting results provided by the online voting system of Shenzhen Stock Exchange, there are 2 shareholders participating in the online voting of the general meeting of shareholders of your company, holding 16000 voting shares of the company, accounting for 0.0148% of the total voting shares of the company. According to the consolidated statistics, 14 shareholders participated in the voting through on-site voting and online voting, and held 59050659 voting shares of the company, accounting for 547419% of the total voting shares of the company.
Some directors, supervisors and senior managers of the company attended the meeting.
The lawyer believes that all shareholders (or agents) attending the general meeting of shareholders have legal and effective qualifications and can participate in the general meeting of shareholders and exercise their voting rights.
2. Convener qualification
The general meeting of shareholders is convened by the board of directors of your company. The qualification of the convener meets the provisions of the law and the articles of association, which is legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
After investigation, the shareholders’ meeting of the company voted on the matters listed in the announcement by combining on-site voting and online voting, counted and monitored votes in accordance with the provisions of the articles of association, and considered and passed the following proposals:
Total proposal: all proposals except cumulative voting proposals
Non cumulative voting proposal:
1. Annual report on the company in 2021 and its summary;
2. Work report of the board of directors in 2021;
3. Work report of the board of supervisors in 2021;
4. Financial statement report of 2021;
5. Financial budget report for 2022
6. Plan for profit distribution in 2021;
7. Proposal on renewing the appointment of accounting firms;
8. Proposal on the remuneration scheme of directors in 2022;
9. Proposal on the remuneration scheme of supervisors in 2022;
10. Proposal on developing foreign exchange derivatives business;
11. Proposal on applying for total amount of financing and credit from banks and non bank financial institutions; 12. Proposal on the planning of shareholders’ dividend return in the next three years (20222024);
13. Proposal on Amending the rules of procedure of the general meeting of shareholders;
14. Proposal on Amending the rules of procedure of the board of directors.
The above proposals 1 to 14 were considered by ordinary resolutions and passed by more than 1 / 2 of the total number of effective voting shares held by shareholders (including shareholders’ agents) attending the meeting.
The general meeting of shareholders counted and monitored votes in accordance with laws, regulations and the procedures of the articles of association, and announced the voting results on the spot. The shareholders did not raise any objection to the voting results of the shareholders’ entrusted proxy.
The voting results of this meeting have been recorded in the minutes of the meeting, and the minutes and resolutions of the meeting shall be signed by the directors of the company attending the meeting.
The lawyer believes that the matters deliberated at this shareholders’ meeting are consistent with those listed in the announcement, and there is no case of deliberating and voting on other unannounced interim proposals at this shareholders’ meeting. The voting process, the exercise of voting rights and the procedures of counting and supervising votes of this general meeting of shareholders are in line with the provisions of the articles of association. The voting procedures and results of this general meeting of shareholders of your company are legal and valid.
4、 Concluding observations
To sum up, the lawyer believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of laws and regulations, the rules for the general meeting of shareholders of listed companies and the articles of Association; The qualifications of attendees and conveners are legal and valid; The proposals and voting procedures of this meeting are legal and valid. The resolutions formed at this general meeting of shareholders are legal and effective.
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Handling lawyer of Jiangsu century Tongren law firm:
Person in charge: Wu Pucheng, Shao bin
Wang Ke
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