Beijing Jindu (Hangzhou) law firm
About Yiwu Huading Nylon Co.Ltd(601113) 2021 annual general meeting of shareholders
Legal opinion
To: Yiwu Huading Nylon Co.Ltd(601113)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as the firm) is entrusted by Yiwu Huading Nylon Co.Ltd(601113) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents and the relevant provisions of the Yiwu Huading Nylon Co.Ltd(601113) articles of Association (hereinafter referred to as the articles of association), the lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 23, 2022 through on-site and communication, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
The legal opinions issued by this firm include but are not limited to the following documents: Articles of Association;
2. The company published on the website of Shanghai Stock Exchange on April 30, 2022 Announcement on the resolution of the 14th meeting of the 5th board of directors of Yiwu Huading nylon Co., Ltd., prior approval opinions of independent directors of Yiwu Huading nylon Co., Ltd. on matters related to the 14th meeting of the 5th board of directors, and independent opinions of Yiwu Huading Nylon Co.Ltd(601113) independent directors on matters related to the 14th meeting of the 5th board of directors on cninfo.com;
3. The company published the announcement on the resolution of the 12th meeting of the 5th board of supervisors of Yiwu Huading nylon Co., Ltd. on the website of Shanghai Stock Exchange and cninfo on April 30, 2022;
4. The notice of Yiwu Huading nylon Co., Ltd. on convening the 2021 annual extraordinary general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published on the website of Shanghai Stock Exchange and cninfo.com on April 30, 2022;
5. The information of the 2021 annual general meeting of Yiwu Huading nylon Co., Ltd. published on the website of Shanghai Stock Exchange and cninfo on May 14, 2022;
6. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
7. The company provided the “announcement of Yiwu Huading Nylon Co.Ltd(601113) on the proposed signing of the supplementary agreement on the performance compensation agreement for issuing shares and paying cash to purchase assets”, the detailed report on changes in equity of Yiwu Huading nylon Co., Ltd. (true love group), the voting power entrustment agreement and other supporting materials related to the restriction of voting rights and entrusted voting rights;
8. Registration records and vouchers of shareholders, directors, supervisors and senior managers attending the on-site meeting;
9. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd; 10. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
11. Other parliamentary documentation.
There is no material fact, statement or guarantee required by the law to be disclosed in this letter, which is sufficient to conceal any material fact, statement or guarantee issued by the company, and it is sufficient to provide the company with a copy of this letter; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 29, 2022, the 14th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 23, 2022.
On April 30, 2022, the company published the notice of the general meeting of shareholders in the form of announcement on cninfo.com, the website of the exchange and other information disclosure media designated by the CSRC.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the company’s conference room at 10:00 on May 23, 2022. The on-site meeting was presided over by acting chairman Hu Xiaosheng.
3. The online voting system 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 and 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.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the power of attorney, the personal identity certificate of the natural person shareholders attending the shareholders’ meeting, the power of attorney and identity certificate of the authorized agent, the Yiwu Huading Nylon Co.Ltd(601113) detailed equity change report (true love group), the authorization agreement and other relevant materials, It is confirmed that there are 5 shareholders and shareholder agents attending the company’s general meeting, representing 476043487 voting shares, accounting for 43.11% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., 21 shareholders participated in the online voting of the general meeting of shareholders, representing 26 Shenzhen Agricultural Products Group Co.Ltd(000061) 8 voting shares, accounting for 23.55% of the total voting shares of the company;
Among them, there are 17 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 60402722 voting shares, accounting for 5.47% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 26, representing 736044105 voting shares, accounting for 66.66% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the on-site meeting of the general meeting of shareholders on site or by video also included all directors of the company, some supervisors, Secretary of the board of directors and lawyers of the firm, and other senior managers of the company attended the on-site meeting of the general meeting of shareholders on site or by video. Some supervisors failed to attend the meeting due to personal reasons.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shanghai Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, SSE Information Network Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the 2021 annual report and its summary are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
2. The voting results of the work report of the board of directors in 2021 are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
3. The voting results of the 2021 work report of the board of supervisors are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
4. The voting results of the 2021 annual financial statement report are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
5. The voting results of the proposal on the profit distribution plan for 2021 are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
6. The voting results of the proposal on applying for financing credit line from financial institutions in 2022 are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
7. The voting results of the proposal on financing of the subsidiary company submitted to the general meeting of shareholders are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
8. The voting results of the proposal on the company’s outstanding losses reaching one-third of the total paid in share capital are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
9. The voting results of the proposal on the remuneration scheme of directors and supervisors in 2022 are as follows:
The proposal has been approved by more than half of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
10. The voting results of the proposal on the company meeting the conditions for non-public development of A-Shares are as follows: this proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
For the deliberation of this proposal, true love Group Co., Ltd., Yiwu Financial Holding Co., Ltd., Yiwu Economic and Technological Development Zone Development Co., Ltd. and Yiwu Shunhe Enterprise Management Consulting Co., Ltd., as related shareholders, avoided voting.
11. The voting results of the proposal on the company’s non-public development of A-Shares are as follows:
The proposal is voted item by item. The specific voting conditions and results are as follows:
11.01 class and par value of shares issued
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
For the deliberation of this proposal, true love Group Co., Ltd., Yiwu Financial Holding Co., Ltd., Yiwu Economic and Technological Development Zone Development Co., Ltd. and Yiwu Shunhe Enterprise Management Consulting Co., Ltd., as related shareholders, avoided voting.
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