Floor 12-14, tower 2, international trade office building, No. 1, Jianguomenwai street, Beijing, China 100004
12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China
Tel: + 86 10 6563 7181 Fax: + 86 10 6569 3838
Email: [email protected]. Website: www.tongshang.com com.
About Guangdong Sanhe Pile Co.Ltd(003037)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Sanhe Pile Co.Ltd(003037)
Hired by Guangdong Sanhe Pile Co.Ltd(003037) (hereinafter referred to as “the company”), Beijing Tongshang law firm appointed a lawyer (hereinafter referred to as “the lawyer”) to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of Online voting”) and other laws, regulations, rules, normative documents and the Guangdong Sanhe Pile Co.Ltd(003037) articles of Association (hereinafter referred to as the “articles of association”), After reviewing and witnessing the legitimacy of important matters such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of personnel attending the meeting, the qualifications of conveners, the deliberation of proposals, the voting methods, voting procedures and voting results of the general meeting of shareholders, this legal opinion is issued as follows: I. the convening and convening procedures of the general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the sixth meeting of the third board of directors of the company. On December 31, 2021, the company published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) was announced at the meeting. The meeting notice specifies the time and place, participants, meeting duration, meeting methods, meeting deliberations and proposals, voting methods, equity registration date and ways of attending the meeting.
The shareholders’ meeting adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 on January 18, 2022 in the conference room on the second floor of Guangdong Sanhe Pile Co.Ltd(003037) office building, No. 30 Tongxing East Road, Dongsheng Town, Zhongshan City. The online voting time is: (1) the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 18, 2022; (2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 18, 2022.
The shareholders’ meeting was presided over by Mr. Wei Zelin, chairman of the company. The shareholders participating in the on-site meeting or their entrusted agents deliberated on the matters listed in the meeting notice and exercised their voting rights on site. The time, place and content of the shareholders’ meeting are consistent with those listed in the meeting notice.
After proper verification by the lawyers of the firm, the convening and convening procedures of the general meeting of shareholders comply with relevant laws, regulations, rules and normative documents such as the company law, the rules for the general meeting of shareholders and the detailed rules for the implementation of online voting. II. The qualifications of the attendees and conveners of the general meeting of shareholders
1. Shareholders attending the meeting
According to the statistical results of the on-site meeting and the online voting results provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, a total of 15 shareholders and shareholder representatives attended the shareholders’ meeting, representing 421509094 shares, accounting for 83.6599% of the total voting shares of the company. Among them, 9 shareholders and shareholder representatives attended the on-site meeting, representing 412815800 shares, accounting for 81.9345% of the total voting shares of the company. Six shareholders voted online, representing 8693294 shares, accounting for 1.7254% of the total voting shares of the company.
Among them, 7 shareholders holding less than 5% of the company’s shares (hereinafter referred to as “minority shareholders”) attended the meeting, representing 8694094 shares, accounting for 1.7256% of the total voting shares of the company. Among them, there is one minority shareholder voting on site, representing 800 shares, accounting for 0.0002% of the total voting shares of the company. There are 6 minority shareholders voting online, representing 8693294 shares, accounting for 1.7254% of the total voting shares of the company.
The qualification of shareholders attending the on-site meeting shall be examined and verified by the lawyer of the exchange on the shareholding certificate, copy of business license, power of attorney, signature of meeting personnel, ID card and other documents of legal person shareholders, as well as the securities account card, ID card, power of attorney and other documents of natural person shareholders; The qualification of shareholders voting through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
2. Other participants
Other persons attending and attending the general meeting of shareholders as nonvoting delegates are directors, supervisors, senior managers of the company and witness lawyers of the exchange.
3. Convener
The convener of this general meeting of shareholders is the board of directors of the company, which is qualified to convene the general meeting of shareholders.
The lawyer of the firm believes that the attendees of the general meeting of shareholders comply with the provisions of the company law and the articles of association, their qualifications are legal and valid, and the qualification of the convener of the general meeting of shareholders is legal and valid. 3、 Voting procedures and results of the general meeting of shareholders
1. After review by lawyers of the firm, the matters actually considered at the general meeting of shareholders are consistent with the proposals announced by the board of directors of the company, and there is no modification of the original proposal or new proposal, 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.
2. After the review of the lawyers of the firm, the on-site meeting of the general meeting of shareholders adopted open voting, and the shareholders attending the meeting and their entrusted agents voted on the proposals listed in the meeting notice one by one. The voting method complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Shareholders participating in online voting exercised their voting rights through the trading system voting platform and Internet voting platform within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
3. After the review of the lawyers of the firm, the on-site meeting of the general meeting of shareholders recommended the representatives of shareholders, supervisors and lawyers of the firm to participate in the vote counting and monitoring of the meeting, and counted the votes on the matters considered at the on-site meeting. According to the results of on-site voting and online voting, the host announced on the spot that all proposals were passed. The procedure complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4. After review by lawyers of the firm, the general meeting of shareholders considered and approved proposal 2, proposal 3 and proposal 4 in the form of ordinary resolution through the combination of on-site voting and online voting, and voted and approved proposal 1 in the form of special resolution:
Proposal 1: proposal on changing the registered address and amending the articles of Association
Voting results: 421460594 shares were approved, accounting for 99.9885% of the total number of valid voting shares attending the general meeting of shareholders; Against 48300 shares, accounting for 0.0115% of the total number of valid voting shares attending the general meeting of shareholders; 200 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Proposal 2: proposal on Amending the detailed rules for the implementation of the cumulative voting system
Voting results: 421460594 shares were approved, accounting for 99.9885% of the total number of valid voting shares attending the general meeting of shareholders; Against 48300 shares, accounting for 0.0115% of the total number of valid voting shares attending the general meeting of shareholders; 200 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Proposal 3: proposal on increasing the company’s audit fees in 2021
Voting results: 421460594 shares were approved, accounting for 99.9885% of the total number of valid voting shares attending the general meeting of shareholders; Against 48300 shares, accounting for 0.0115% of the total number of valid voting shares attending the general meeting of shareholders; 200 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: voting results: 8645594 shares were approved, accounting for 99.4422% of the total number of valid voting shares attending the general meeting of shareholders; Against 48300 shares, accounting for 0.5555% of the total number of valid voting shares attending the general meeting of shareholders; 200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0023% of the total number of valid voting shares attending the general meeting of shareholders. Proposal 4: proposal on foreign investment and establishment of joint venture subsidiaries
Voting results: 421460594 shares were approved, accounting for 99.9885% of the total number of valid voting shares attending the general meeting of shareholders; Against 48300 shares, accounting for 0.0115% of the total number of valid voting shares attending the general meeting of shareholders; 200 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Based on the above, our lawyers believe that the voting of the general meeting of shareholders is conducted in accordance with the relevant provisions of the company law and the articles of association, and the voting procedures and voting results are legal and valid. 4、 Conclusion
In conclusion, our lawyers 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 rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, rules and normative documents, as well as the articles of association, as well as the qualifications of the participants and conveners The voting procedures and results of the meeting are legal and effective.
Our lawyers agree that this legal opinion shall be announced together with the resolutions of the company’s general meeting of shareholders and other materials.
This legal opinion is made in duplicate.
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