Report of Guohao law firm (Nanjing) on the second extraordinary general meeting of shareholders in Tianjin Pengling Group Co.Ltd(300375) 2022
Legal opinion
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May 2022
Guohao law firm (Nanjing)
About Tianjin Pengling Group Co.Ltd(300375)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Tianjin Pengling Group Co.Ltd(300375)
Guohao law firm (Nanjing) (hereinafter referred to as “the firm”) has accepted the entrustment of Tianjin Pengling Group Co.Ltd(300375) (hereinafter referred to as “the company”) to hold the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting” and “the meeting”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued by laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Tianjin Pengling Group Co.Ltd(300375) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyer (hereinafter referred to as “our lawyer”) attended the shareholders’ meeting and checked and verified the documents and facts related to the convening of the shareholders’ meeting provided by the company. On this basis, our lawyer, in accordance with the requirements of the rules of shareholders’ meeting and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The legal opinions on the relevant facts on and before the issuance date of this legal opinion are as follows, and it is agreed that the company will announce this legal opinion together with the resolution of this general meeting of shareholders.
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The board of directors of the company held the ninth (Interim) meeting of the eighth board of directors on May 5, 2022 and decided to hold the second extraordinary general meeting of shareholders of the company in 2022 on May 23, 2022. On May 6, 2022, the board of directors of the company issued the notice of Tianjin Pengling Group Co.Ltd(300375) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”). The notice of the meeting specifies the time and place of the general meeting, the matters to be considered at the meeting, the objects to attend the meeting, the registration measures of the meeting and other matters, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The lawyer of the firm believes that the above acts of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association on the convening of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. Affected by covid-19 epidemic, our lawyers witnessed the shareholders’ meeting by video. Witnessed by our lawyers, the shareholders’ meeting was held at 14:00 p.m. on Monday, May 23, 2022 in the multi-function hall on the second floor of Tianjin Pengling Group Co.Ltd(300375) 2 office building, 1703 GEWAN Road, Zhongtang Industrial Zone, Binhai New Area, Tianjin. It was presided over by Wei Quansheng, a director of the company jointly elected by more than half of the directors. The shareholders’ meeting has completed all the agenda of the meeting, and no shareholders have put forward new proposals. The time, place and content of the shareholders’ meeting are consistent with the notice of meeting.
2. The shareholders’ meeting was held by combining on-site voting and online voting.
Date and time of on-site meeting: 14:00 p.m. on Monday, May 23, 2022.
Date and time of online voting: Monday, May 23, 2022
Among them, the date and time of online voting through the trading system of Shenzhen Stock Exchange are 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 23, 2022.
The date and time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 23, 2022.
The lawyer of the firm believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the convening and convening procedures are legal.
2、 Qualifications of personnel and conveners attending the general meeting of shareholders
(I) personnel attending the general meeting of shareholders
1. Shareholders and their agents
(1) a total of 12 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 256146784 shares with voting rights, accounting for 385302% of the total voting shares of the company. Among them, 9 minority shareholders (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) voted on the spot, representing 43244879 shares, accounting for 6.5050% of the total shares of the listed company.
(2) the identity of shareholders voting through the Internet shall be confirmed by China Securities Depository and Clearing Co., Ltd. in accordance with relevant regulations. According to the online voting results, a total of 14 shareholders participated in the online voting of the general meeting of shareholders, representing 2891361 shares with voting rights, accounting for 0.4349% of the total voting shares of the company. Among them, there are 14 minority shareholders, representing 2891361 voting shares, accounting for 0.4349% of the total voting shares of the company.
To sum up, there are 26 shareholders or shareholder agents attending the on-site meeting of the general meeting of shareholders and shareholders voting through the Internet, representing 259038145 shares with voting rights, accounting for 389652% of the total voting shares of the company.
According to the information provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the shareholders registered by the company as of 15:00 on May 18, 2022, the shareholders attending the shareholders’ meeting on site and the shareholders’ agents holding legal and valid identity certificates, power of attorney and shareholding certificates are eligible to attend the shareholders’ meeting.
2. Other personnel attending the general meeting of shareholders
In addition to shareholders and their agents, some directors, supervisors, senior managers and lawyers of the company also attended or attended the general meeting of shareholders as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
The lawyers of the firm believe that the persons attending the shareholders’ meeting and the convener of the meeting comply with the relevant provisions of the company law, the rules of the shareholders’ meeting and the articles of association, and the qualifications of the persons attending the meeting and the convener of the meeting are legal and valid.
3、 Proposal of this shareholders’ meeting
Witnessed by our lawyers, the proposals considered and voted at the general meeting of shareholders are:
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects in 2022
2.01 types and par value of issued shares
2.02 issuing method and time
2.03 issuing object and subscription method
2.04 pricing base date, issue price and pricing principles
2.05 issue quantity
2.06 sales restriction period
2.08 investment direction of raised funds
2.09 arrangement for accumulated undistributed profits before this issuance
2.10 validity period of this issuance resolution to specific objects
3. Proposal on the company’s stock issuance plan to specific objects in 2022
4. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects in 2022
5. Proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022
6. Proposal on diluted immediate return and filling measures and commitments of relevant subjects for the company to issue shares to specific objects in 2022
7. Proposal on the report on the use of the company’s previously raised funds
8. Proposal on shareholder return planning of the company in the next three years (20222024)
9. Proposal on the signing of conditional effective share subscription agreement and related party transactions between the company and specific objects
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s issuance of shares to specific objects
11. Proposal on requesting the general meeting of shareholders to approve the exemption of the company’s controlling shareholder and actual controller from issuing an offer for increasing the company’s shares
12. Proposal on by election of non employee representative supervisors
Witnessed by our lawyers, the above-mentioned proposals are consistent with those listed in the notice of the general meeting of shareholders, and there is no situation of on-site modification of proposals, putting forward temporary proposals and voting on such proposals.
4、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders adopts on-site and online voting. Witnessed by our lawyers, the above-mentioned proposals were considered and voted by open ballot at the general meeting of shareholders in accordance with the agenda of the meeting. The general meeting of shareholders was attended by two shareholders’ representatives and one supervisor. Witnessed by our lawyers, the proposal deliberated at this shareholders’ meeting has been approved with the voting rights required by the articles of association. Relevant resolutions and minutes of the meeting have been signed by the directors attending the meeting.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects
Voting results: 44708503 shares were agreed, accounting for 962521% of the voting shares held by all shareholders attending the meeting; Against 1679100 shares, accounting for 3.6149% of the voting shares held by all shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1330% of the voting shares held by all shareholders attending the meeting. This proposal is a related party transaction. Wang Zhifang, a related shareholder, avoided voting according to law, and his 212588742 shares of the company are not included in the total number of effective voting shares.
Among them, the voting of minority shareholders is: 44395340 shares are agreed, accounting for 962266% of the shares held by minority shareholders attending the meeting; Against 1679100 shares, accounting for 3.6394% of the shares held by minority shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1340% of the shares held by minority shareholders attending the meeting.
2. The proposal on the company’s plan to issue shares to specific objects in 2022 was deliberated and adopted
2.01 review and approval of the “types and par value of issued shares”
Voting results: 44708503 shares were approved, accounting for 962521% of the voting shares held by all shareholders attending the meeting; Against 1679100 shares, accounting for 3.6149% of the voting shares held by all shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1330% of the voting shares held by all shareholders attending the meeting. This proposal is a related party transaction. Wang Zhifang, a related shareholder, avoided voting according to law, and his 212588742 shares of the company are not included in the total number of effective voting shares.
Among them, the voting of minority shareholders is: 44395340 shares are agreed, accounting for 962266% of the shares held by minority shareholders attending the meeting; Against 1679100 shares, accounting for 3.6394% of the shares held by minority shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1340% of the shares held by minority shareholders attending the meeting.
2.02 review and approval of issuance method and time
Voting results: 44708503 shares were approved, accounting for 962521% of the voting shares held by all shareholders attending the meeting; Against 1679100 shares, accounting for 3.6149% of the voting shares held by all shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1330% of the voting shares held by all shareholders attending the meeting. This proposal is a related party transaction. Wang Zhifang, a related shareholder, avoided voting according to law, and his 212588742 shares of the company are not included in the total number of effective voting shares.
Among them, the voting of minority shareholders is: 44395340 shares are agreed, accounting for 962266% of the shares held by minority shareholders attending the meeting; Against 1679100 shares, accounting for 3.6394% of the shares held by minority shareholders attending the meeting; 61800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1340% of the shares held by minority shareholders attending the meeting.
2.03 the issuance object and subscription method were reviewed and approved
Voting result: agreed
