Notice of Shanghai Pudong law firm on Xinjiang Zhongtai Chenical Co.Ltd(002092) the first extraordinary general meeting of shareholders in 2002
Legal opinion
Shanghai, China
710 Dongfang Road, Pudong New Area
6 / F, Tomson International Finance Building postcode: 200122 Tel: (021) 58204822 Fax: (021) 58203032
710 Dong Fang Road, 6th floor, Toms on financial building, 6 / F, 710 Dongfang Road, Pudong, Shanghai
Post code: 200122 Shanghai 200122p R. Tel.: 86-21-58204822 Tel.: 86-21-58204822
Fax: 86-21-58203032
86-21-58203032
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Legal opinion of the first extraordinary general meeting of shareholders in 2002
Shanghai Pudong law firm (hereinafter referred to as “the firm”) accepted the entrustment of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) to witness the first extraordinary general meeting of shareholders in 2002 held by the company on January 17, 2022. The lawyer of the firm issues this legal opinion in accordance with the company law of the people’s Republic of China and the articles of association.
In order to issue this legal opinion, our lawyers reviewed the relevant documents of the shareholders’ meeting provided by the company; Participated in the whole process of the on-site meeting of the company’s general meeting of shareholders and verified the qualifications of the participants; Heard all the proposals of the general meeting of shareholders; And supervised the deliberation and voting of the above proposals.
The lawyer of the firm agrees to take this legal opinion as a necessary document for the company’s general meeting of shareholders, and shall be responsible for the legal opinion issued by him according to law.
Now, our lawyers only express the following legal opinions on the convening, convening procedures, qualification of participants and the authenticity, integrity, legality and effectiveness of the voting procedures of the general meeting:
I Convening and convening procedures of this general meeting of shareholders
1. The 33rd session of the 7th board of directors of the company decided to convene the shareholders’ meeting on December 30, 2021, and on December 31, 2021, the company published in the securities times, China Securities News, Shanghai Securities News and other designated newspapers and cninfo.com（ http://www.cn.info.com.cn. ）The Xinjiang Zhongtai Chenical Co.Ltd(002092) announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022 was issued, which listed all topics considered by the general meeting, as well as the time, place, contact person, power of attorney of shareholders, etc.
2. The shareholders’ meeting is held by combining on-site voting and online voting. The on-site meeting was held as scheduled according to the above announcement. Ms. Yang Jianghong, chairman of the board of directors, presided over the meeting and reported all the proposals of the meeting in turn.
3. Time of online voting: January 17, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on January 17, 2022 to 15:00 p.m. on January 17, 2022. The equity registration date of this meeting is Wednesday, January 12, 2022.
Therefore, the convening and convening of this general meeting of shareholders comply with the company law and other laws and regulations, the articles of association, as well as the procedures specified in the normative documents such as the CSRC and the stock exchange.
II Legality and validity of qualification of participants
Due to the impact of the New Coronavirus epidemic, restrictions on the flow of personnel and concentration, the shareholders and shareholders’ representatives, some directors, supervisors and senior managers who were unable to meet the company at the scene were invited to attend the meeting via WeChat video. Our lawyers believe that the above-mentioned persons who participate in the meeting or attend the meeting as nonvoting delegates through wechat video are deemed to participate in the on-site meeting. The verification is as follows:
1. Shareholders and entrusted agents attending the on-site meeting
After verification by the lawyers of the firm, the shareholders and entrusted agents attending the on-site meeting shall prove their attendance qualifications with the power of attorney, agent identity certificate, etc. Therefore, the qualification of shareholders and entrusted agents attending this on-site meeting is legal and effective.
2. Other personnel attending the on-site meeting as nonvoting delegates
Verified by our lawyers, other personnel attending the on-site meeting are some directors, supervisors, Secretary of the board of directors, senior managers and witness lawyers of the company. All the above persons are qualified to attend the general meeting of shareholders.
3. Online voting matters the company entrusts Shenzhen Securities Information Co., Ltd. to make statistics according to the regulations of Shenzhen Stock Exchange and online voting.
III Voting procedures of the general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders shall be voted by shareholders attending the on-site meeting and entrusted agents. According to the verification of our lawyers, 5 shareholders (or shareholder representatives) attended the on-site meeting, and 554479621 shares held voting rights, accounting for 21.5270% of the total shares of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd., 134 shareholders voted online, and the number of voting shares was 337308570, accounting for 13.0956% of the total shares of the company. In conclusion, according to the consolidated statistics, the number of voting shares attending the general meeting of shareholders (including on-site meeting and online voting) is 891788191, accounting for 34.6226% of the total shares of the company.
2. The following proposals were considered at the shareholders’ meeting:
2.1 review the proposal on the use of surplus raised funds by wholly-owned subsidiaries to permanently supplement working capital;
2.2 review the proposal that the wholly-owned subsidiary of the company applies for comprehensive credit and the company provides guarantee for it;
2.3 review the proposal on the company’s guarantee for related parties
2.3.1 Shanghai Zhongtai Duojing International Trade Co., Ltd. applies for comprehensive credit from Bank Of Ningbo Co.Ltd(002142) Shanghai Branch, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.3.2 Shanghai Zhongtai Duojing International Trade Co., Ltd. applies for comprehensive credit from Ping An Bank Co.Ltd(000001) Shanghai Branch, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee;
2.3.3 Zhejiang Taixin Products Co., Ltd. applies for comprehensive credit from Industrial Bank Co.Ltd(601166) Hangzhou branch, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides joint and several liability guarantee.
3. After voting on the above proposal 2.1, 891742791 shares were approved, accounting for 99.9949% of the total voting shares attending the general meeting of shareholders. Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 131180050 consent shares, accounting for 99.9654% of the total voting shares of minority shareholders attending the general meeting of shareholders; 45400 opposed shares, accounting for 0.0346% of the total voting shares of minority shareholders attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.1 was adopted by the shareholders’ meeting.
4. The above proposal 2.2 is a special resolution, and 889209648 shares were voted for, accounting for 99.7109% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 128646907 agreed shares, accounting for 98.0350% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2578543 opposed shares, accounting for 1.9650% of the total voting shares of minority shareholders attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.2 was adopted by the shareholders’ meeting.
5. The above proposal 2.3 is a special resolution and involves related transactions. The related parties Xinjiang Zhongtai (Group) Co., Ltd., Urumqi huanpeng Co., Ltd. and Xinjiang Zhongtai International Supply Chain Management Co., Ltd. avoided voting. The voting is as follows:
5.1 for the above proposal 2.3.1, 335946979 shares were voted, accounting for 99.2366% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 128641207 agreed shares, accounting for 98.0307% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2577843 opposed shares, accounting for 1.9644% of the total voting shares of minority shareholders attending the general meeting of shareholders; 6400 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0049% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, proposal 2.3.1 was adopted by the shareholders’ meeting.
5.2 for the above proposal 2.3.2, 335947279 shares were voted, accounting for 99.2367% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 128641507 agreed shares, accounting for 98.0309% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2577543 opposed shares, accounting for 1.9642% of the total voting shares of minority shareholders attending the general meeting of shareholders; 6400 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0049% of the total voting shares of minority shareholders attending the general meeting of shareholders. Therefore, proposal 2.3.2 was adopted by the general meeting of shareholders.
5.3 for the above proposal 2.3.3, 3359779 shares were voted, accounting for 99.2404% of the total voting shares attending the shareholders’ meeting, more than two-thirds of the total voting shares attending the shareholders’ meeting; Among them, the voting situation of minority shareholders attending the general meeting of shareholders is: 128654007 agreed shares, accounting for 98.0404% of the total voting shares of minority shareholders attending the general meeting of shareholders; 2571443 opposed shares, accounting for 1.9596% of the total voting shares of minority shareholders attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total voting shares of minority shareholders attending the shareholders’ meeting. Therefore, the proposal 2.3.3 was adopted by the shareholders’ meeting.
6. There is no new proposal at this shareholders’ meeting.
Our lawyers believe that all the proposals of the general meeting of shareholders have been passed, and the voting procedures and voting results of the general meeting comply with the provisions of the articles of association, the company law, laws, regulations and normative documents such as CSRC and stock exchange.
IV Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s first extraordinary general meeting in 2002, the qualifications of personnel attending the on-site meeting, the voting procedures and voting results of the on-site meeting and online voting are true, legal and effective, and comply with the provisions of the company law, the articles of association and other laws and regulations and relevant normative documents.
This legal opinion is made in three originals.
Signature page of the legal opinion on Xinjiang Zhongtai Chenical Co.Ltd(002092) the first extraordinary general meeting of shareholders in 2002:
Handling lawyer of Shanghai Pudong law firm: Tang Yongqiang
Person in charge: Tang Yongqiang
Wu Danhui
Date of signature: January 17, 2002
