Guohao law firm (Shanghai)
About Yunnan Energy New Material Co.Ltd(002812)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Yunnan Energy New Material Co.Ltd(002812)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) serves as the distinguished legal adviser of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company” or ” Yunnan Energy New Material Co.Ltd(002812) “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and other laws Laws and regulations, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Yunnan Energy New Material Co.Ltd(002812) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, appoint lawyer he Jiahuan Lawyer Chen Xiaoxing attended and witnessed the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company at 14:00 p.m. on Monday, January 17, 2022 in the conference room on the third floor of Yunnan Hongta Plastic Co., Ltd., No. 14, Xiushan Road, high tech Zone, Yuxi City, Yunnan Province The voting procedures of the meeting were reviewed.
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to submit this legal opinion as the legal document for the announcement of the company’s general meeting of shareholders, together with other announcements of the company, to Shenzhen stock exchange for review and announcement.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s general meeting of shareholders:
1、 Convening and convening procedures of the general meeting of shareholders
On December 31, 2021, the board of directors of the company respectively published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) The notice of Yunnan Energy New Material Co.Ltd(002812) on convening the first extraordinary general meeting of shareholders in 2022 was published
The shareholders’ meeting was held at 14:00 p.m. on Monday, January 17, 2022.
After verification by our lawyers, the general meeting of shareholders was held by combining on-site voting and online voting, including:
(1) On site voting: if the shareholder attends the on-site meeting in person or entrusts a proxy in writing to attend the on-site meeting, the proxy entrusted by the shareholder need not be the shareholder of the company.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during network voting time.
Upon examination, our lawyers believe that the publication date of the company’s notice of convening the general meeting of shareholders has reached 15 days from the date of convening the general meeting of shareholders; The announcement issued by the company specifies the time, place and deliberation items of the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the general meeting of shareholders, the registration methods of shareholders attending the meeting, etc; The proposals submitted by the board of directors to the shareholders’ meeting for deliberation are:
No. proposal name
1.00 proposal on the company’s eligibility for non-public offering of shares 2.00 proposal on the company’s non-public offering of shares 2.01 type and par value of shares issued 2.02 issuance method and time 2.03 issuance object and subscription method 2.04 pricing base date Issue price and pricing principle 2.05 issue quantity 2.06 sales restriction period 2.07 arrangement of accumulated undistributed profits of the company before this issue 2.08 validity period of issue resolution 2.09 listing place 2.10 purpose of raised funds 2.11 implementation subject and investment method of this raised funds
3.00 proposal on the company’s 2021 non-public stock development plan
4.00 proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company 5.00 proposal on the report on the use of funds raised by the company in the previous time 6.00 proposal on the diluted immediate return, filling measures and commitments of relevant subjects of the company’s non-public offering of shares
Case
7.00 proposal on the company’s shareholder return plan for the next three years (2021-2023); 8.00 proposal on opening a special account for raised funds; 9.00 proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s non-public development of shares
After review, the above proposals comply with the relevant provisions of the articles of association and the rules of the general meeting of shareholders, have been listed in the notice of the general meeting of shareholders, and the contents of the proposals have been fully disclosed.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
2、 Qualification of personnel attending the general meeting of shareholders
In accordance with the company law, securities law, articles of association, rules of the general meeting of shareholders and the notice on convening the general meeting of shareholders, the persons attending the general meeting of shareholders shall be:
(1) At the closing of the afternoon of the equity registration day on Wednesday, January 12, 2022, all shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
Upon the inspection of our lawyers, 99 shareholders or shareholders’ agents attended the general meeting of the company, representing 574442008 shares of the company, Accounting for 64.4845% of the total shares of the company (according to the requirements of the company law and relevant rules, the shares in the special account for repurchase of listed companies do not enjoy the voting right of the general meeting of shareholders. As of the equity registration date, the company’s special account for repurchase holds 1585437 shares of the company, and the repurchased shares in the special securities account for repurchase have been deducted when calculating the total voting shares of the general meeting of shareholders, the same below) ； The directors, supervisors, senior managers and witness lawyers employed by the company comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
According to the inspection of the lawyers of the exchange, the convener of the general meeting of shareholders is the board of directors of the company, which complies with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
3、 Proposal of new proposals
After examination by our lawyers, no new proposals were put forward at this meeting.
4、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the matters listed in the announcement item by item in the way of combining on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association, and combined the voting results of on-site voting and online voting after the completion of online voting as required. All the motions were voted on effectively.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the articles of association and the rules of the general meeting of shareholders.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, which are legal and effective. The relevant resolutions adopted at the general meeting of shareholders are legal and valid.
This legal opinion is made in 3 originals without copies.
[this page is the signature and seal page of the legal opinion of Guohao law firm (Shanghai) on the first extraordinary general meeting of shareholders in Yunnan Energy New Material Co.Ltd(002812) 2022]
Guohao law firm (Shanghai)
Principal: Handling lawyer:
Lawyer Li Qiang and he Jiahuan
Lawyer Chen Xiaoxing
January 17, 2022
