Beijing Junzhi law firm
About Baotou Huazi Industry Co.Ltd(600191)
Legal opinion of 2021 annual general meeting
To: Baotou Huazi Industry Co.Ltd(600191)
Beijing Junzhi law firm (hereinafter referred to as "the firm") accepted the entrustment of Baotou Huazi Industry Co.Ltd(600191) (hereinafter referred to as "the company") and appointed lawyers 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 by means of video communication.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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 full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In the process of reviewing relevant documents, the company guarantees that the documents and explanations submitted to the exchange are true, accurate and complete, and has provided the necessary documents or oral testimony for issuing this legal opinion, and ensures that the relevant copies or copies provided by it are consistent with the original or the original.
In accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders) and the Baotou Huazi Industry Co.Ltd(600191) articles of Association (hereinafter referred to as the articles of association), the lawyers of the firm shall, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, conduct the convening and convening procedures of the general meeting of shareholders The qualification of the attendees, the qualification of the convener, the voting procedures and voting results of the meeting and other important matters shall be verified and verified, and the legal opinions are issued as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the general meeting of shareholders was convened by the board of directors of the company in accordance with the resolution of the 12th meeting of the 8th board of directors held on April 29, 2022.
(II) on April 30, 2022, the board of directors of the company published the notice of Baotou Huazi Industry Co.Ltd(600191) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "meeting notice") on China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange. The "meeting notice" specifies the time of the general meeting of shareholders (including the time of on-site meeting and online voting time) The site of the meeting, the convener of the meeting, the method of the meeting, the matters to be considered at the meeting, the participants, the registration method for attending the on-site meeting, and the matters needing attention in the voting of the general meeting of shareholders.
On May 13, 2022, the board of directors of the company published the announcement of Baotou Huazi Industry Co.Ltd(600191) on the addition of interim proposals to the 2021 annual general meeting of shareholders (hereinafter referred to as the "announcement of interim proposals") on the China Securities Journal, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange. The "announcement of interim proposals" set out the proposer, proposal procedure and Specific contents (detailed in the "materials of the general meeting of shareholders" published on the website of Shanghai Stock Exchange on the same day), etc.
(III) the general meeting of shareholders will be held as scheduled according to the time notified by the meeting in the form of on-site meeting and online voting.
After verification, the lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) according to the registration data of the on-site meeting and the data provided by Shanghai Stock Exchange, 23 shareholders (including shareholder agents, the same below) attended the shareholders' meeting, representing 267521413 shares, accounting for 551667% of the total shares of the company; Among them, 4065800 small and medium-sized investors' representative shares attended the shareholders' meeting. These shareholders are the company's shareholders or their entrusted agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the afternoon of the equity registration date (May 17, 2022).
(II) the general meeting of shareholders is convened by the board of directors of the company and presided over by Mr. Zhang Shichao, the former vice chairman of the company; Some directors, supervisors and senior managers of the company attended the meeting.
After verification, the lawyers of the firm believe that the qualifications of the convener and participants of the general meeting of shareholders meet the provisions of relevant laws and regulations, normative documents and the articles of association.
3、 Submission of new proposals
On May 11, 2022, the board of directors of the company received the interim proposal submitted by the company's shareholders Hainan Shengtai Chuangfa Industrial Co., Ltd. (which holds 29.9% of the company's shares), WorldCom investment (Shandong) Co., Ltd. (which holds 17.61% of the company's shares) and Binzhou Kangxing grain and Oil Trading Co., Ltd. (which holds 6.81% of the company's shares)
Case. On May 12, 2022, the company held the 13th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors respectively, and deliberated and adopted the above-mentioned interim proposal. The independent directors of the company have expressed independent opinions on the above-mentioned interim proposal. On May 13, 2022, the board of directors of the company published Baotou Huazi Industry Co.Ltd(600191) the announcement on adding temporary proposals to the 2021 annual general meeting of shareholders and the supplementary meeting materials of the general meeting of shareholders on China Securities Journal, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange.
After verification, our lawyers believe that the qualification of the proposer, the proposal procedure and the proposal content of this interim proposal are in line with the provisions of relevant laws and regulations, normative documents and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders' meeting adopted the combination of on-site voting and online voting to deliberate and vote on the proposals listed in the "meeting notice" and "Interim proposal announcement", and counted and monitored the votes in accordance with the provisions of relevant normative documents and the articles of association. Among them, the results of online voting are confirmed according to the statistical results provided by Shanghai Stock Exchange.
(II) all proposals considered at this general meeting of shareholders have been effectively adopted. The specific voting results are as follows: 1. 2021 annual work report of the board of directors
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
2. 2021 annual report and 2021 annual report summary
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
3. Financial statement report of 2021
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
4. 2021 profit distribution plan
This proposal counts the votes of small and medium-sized investors separately.
The affirmative votes were 267446413 shares, accounting for 999719% of the total voting shares participating in the meeting; The negative votes were 75000 shares, accounting for 0.0281% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: the consent votes are 3990800 shares, accounting for 981553% of the voting shares of small and medium-sized investors attending the meeting; The negative vote was 75000 shares, accounting for 1.8447% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting.
5. Proposal on hiring financial audit institutions and internal control audit institutions in 2022
This proposal counts the votes of small and medium-sized investors separately.
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 6. Proposal on Amending the articles of Association
This proposal is a special resolution.
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
7. Proposal on Amending the rules of procedure of the general meeting of shareholders
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
8. 2021 annual work report of the board of supervisors
9. The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
10. Proposal on the election of candidates for non independent directors of the eighth board of directors of the company
This proposal counts the votes of small and medium-sized investors separately.
9.1 Li Yanyong
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 9.2 Liu Fuan
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 9.3 Cui Meizhi
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 9.4 Xin Yanbiao
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 9.5 Ma Hao
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 11. Proposal on election of independent director candidates for the 8th board of directors of the company
This proposal counts the votes of small and medium-sized investors separately.
10.1 Du Zheng
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 4065800 consent votes, accounting for 100% of the voting shares of small and medium-sized investors attending the meeting; The negative vote is 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 0 shares, accounting for 0% of the voting shares of small and medium-sized investors attending the meeting. 10.2 Wang Luqi
The affirmative votes were 267521413 shares, accounting for 100% of the total voting shares participating in the meeting; The negative vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting; The abstention vote is 0 shares, accounting for 0% of the total voting shares participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: the consent vote is 4,
