Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The InternationalWonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 010-50867666 Fax: 010-65527227
Website: http://www.kangdalawyers.com.
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
About Beijing Kangda law firm
Royal Group Co.Ltd(002329) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Kangda guhui Zi [2022] No. 0017 to: Royal Group Co.Ltd(002329)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) According to the articles of association of Royal Group Co.Ltd(002329) (hereinafter referred to as “the articles of association”) and the legal counsel agreement signed between Royal Group Co.Ltd(002329) (hereinafter referred to as “the company”) and Beijing Kangda law firm (hereinafter referred to as “the firm”), the lawyer of the firm was employed to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”) and issue this legal opinion.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The legal opinions issued by our lawyers are only based on the facts occurring or existing before the issuance date of this legal opinion and our lawyers’ understanding of relevant laws, regulations and normative documents. In this legal opinion, our lawyers only express legal opinions after reviewing and witnessing the convening and convening procedures of the company’s meeting, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting, and do not express opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts and data involved in the proposals.
Give legal opinions on the authenticity and legitimacy of the meeting. There are no false, seriously misleading statements and major omissions in the legal opinion, otherwise they will bear corresponding legal responsibilities.
3. The lawyer of the firm agrees to make this legal opinion an announcement as a necessary document of the company’s meeting, and shall be responsible for the legal opinion issued by the firm according to law.
Our lawyers have checked all documents related to the issuance of legal opinions, witnessed the meeting and issued legal opinions as follows:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the 48th meeting of the 5th board of directors of the company.
According to the information published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）According to the announcement of Royal Group Co.Ltd(002329) notice on convening the first extraordinary general meeting of shareholders in 2022, the board of directors of the company issued the notice on convening the meeting on December 31, 2021.
After verification, the lawyer of the firm confirmed that the board of directors of the company convened the meeting in accordance with the company law, rules and other relevant laws, regulations, normative documents and the articles of association, and has fully disclosed the time, place, deliberations and other contents of the meeting.
(II) convening of this meeting
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held in the conference room of the company at No. 65, Fengda Road, high tech Zone, Nanning, Guangxi at 14:30 p.m. on January 18, 2022. The meeting was presided over by Mr. He Haiyan, vice chairman. The specific time for 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 18, 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 18, 2022 to 15:00 p.m. on January 18, 2021.
Upon examination, our lawyers confirmed that the time, place and deliberation of the meeting were consistent with the contents of the announcement. In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, rules and other relevant laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualification of participants
(I) convener of the meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, rules and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
According to the signature book and power of attorney of the personnel attending the on-site meeting, there are 3 shareholders and shareholder agents attending the on-site meeting to vote, representing 5 shareholders, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their authorized representatives, representing 266714186 shares after the closing of the transaction on the afternoon of January 11, 2022, Accounting for 31.8412% of the total voting shares of the company.
Our lawyers believe that the shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications and comply with the provisions of laws, regulations, normative documents and the articles of association.
Other personnel attending or attending the on-site meeting as nonvoting delegates are directors, supervisors, senior managers of the company and personnel of relevant intermediaries appointed by the company.
It is verified that the qualifications of the above personnel attending or attending the meeting are legal and valid.
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 1 shareholder voted effectively through online voting at this meeting, representing 90000 shares, accounting for 0.0107% of the total voting shares of the company.
3、 Voting procedures and results of this meeting
In accordance with the company law, rules and other relevant laws, regulations, normative documents and the articles of association, the meeting voted on the following proposals listed in the meeting notice through the combination of on-site voting and online voting:
1. Proposal on the general election of non independent directors of the sixth board of directors of the company
(1) Elect Mr. Huang Jiadi as a non independent director of the sixth board of directors of the company
(2) Elect Mr. He Haiyan as a non independent director of the sixth board of directors of the company
(3) Elect Mr. Huang Junxiang as a non independent director of the sixth board of directors of the company
(4) Elect Ms. Teng cuijin as a non independent director of the sixth board of directors of the company
(5) Elect Mr. Yang Hongjun as a non independent director of the sixth board of directors of the company
(6) Elect Ms. Wang Wanfang as a non independent director of the sixth board of directors of the company
2. Proposal on the election of independent directors of the sixth board of directors by the board of directors
(1) Elect Ms. Meng Lizhen as an independent director of the sixth board of directors of the company
(2) Elect Mr. liangov as an independent director of the sixth board of directors of the company
(3) Mr. Feng yebo was elected as an independent director of the sixth board of directors of the company
3. Proposal on the general election of shareholder supervisors of the sixth board of supervisors by the board of supervisors of the company
(1) Ms. Shi Aiping was elected as the shareholder supervisor of the sixth board of supervisors of the company
(2) Elect Mr. Huang shengqun as the shareholder supervisor of the sixth board of supervisors of the company
The first and second proposals mentioned above have been deliberated and adopted at the 48th meeting of the 5th board of directors, and the third proposal has been deliberated and adopted at the 21st Meeting of the 5th board of supervisors.
After verification by our lawyers, the proposals considered at this meeting are consistent with the resolutions of the board of directors, the board of supervisors and the announcement of this shareholders’ meeting, and there are no new proposals. The shareholders and their proxies attending the on-site meeting deliberated the above proposals one by one and voted by cumulative voting; After the voting, the company counted and monitored the votes according to the procedures specified in the articles of association, and announced the voting results on the spot. The online voting of this meeting was conducted through the trading system and Internet voting system of Shenzhen Stock Exchange; After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of online voting.
After the on-site voting and online voting of the general meeting of shareholders, the company consolidated the results of on-site voting and online voting of the proposal, and made separate statistics on the voting of small and medium-sized investors at the same time. After voting, all the proposals of this meeting were effectively passed.
It is verified that the voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
It is verified that the convening and convening procedures of this meeting comply with the provisions of the company law, rules and other relevant laws, regulations, normative documents and the articles of association, the qualifications of the participants and the convener of the meeting are legal and valid, and the voting procedures and voting results of this meeting are legal and valid.
This legal opinion is made in duplicate with the same legal effect.
(no text below)
(there is no text on this page, which is only the special signature and seal page of the legal opinion of Beijing Kangda law firm on the first extraordinary general meeting of shareholders in Royal Group Co.Ltd(002329) 2022) Beijing Kangda law firm (official seal)
Unit leader: Qiao Jiaping handling lawyer: Zhao Daquan
Chai Ling
January 18, 2022
