Guangdong Huashang law firm
about
Zhejiang Renzhi Co.Ltd(002629)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
CHINA COMMERCIALLAW FIRM. GUANG DONG
21-25 / F, China Travel Service Tower, 4011 Shennan Avenue, Futian District, Shenzhen, P.C.: 518048 21-25 / F,
Shenzhen, CHINA
Tel: 0086-755-8302555 Fax: 0086-755-83025068
Website: http://www.huashang.com cn.
January 2002
Guangdong Huashang law firm
About Zhejiang Renzhi Co.Ltd(002629)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
To: Zhejiang Renzhi Co.Ltd(002629)
Entrusted by Zhejiang Renzhi Co.Ltd(002629) (hereinafter referred to as “the company”), Guangdong Huashang law firm (hereinafter referred to as “the firm”) appoints Chen Bin and song Zebin to attend and witness the first extraordinary general meeting of shareholders 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 securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), 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 Zhejiang Renzhi Co.Ltd(002629) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
The lawyer of the firm issues this legal opinion only based on the facts that occurred before the issuance of this legal opinion, and based on the understanding of these facts and the understanding of relevant laws, regulations and the articles of association. This legal opinion does not involve the content of the shareholders’ meeting and the authenticity and accuracy of the facts involved. Our lawyers agree to announce this legal opinion as the legal document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued by our company according to law. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
In accordance with the business standards and ethics recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and materials provided by the company, witnessed the shareholders’ meeting according to law, and now issue the following legal opinions: I. convening and convening procedures of the shareholders’ meeting
(I) 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 of the company complies with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association.
(II) Notice of the general meeting of shareholders
On December 24, 2021, the board of directors of the company held the 22nd Meeting of the sixth board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, On December 25, 2021, the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice on convening the general meeting of shareholders”) was released through the information disclosure website and media designated by the CSRC. The notice on convening the general meeting of shareholders specifies the holding time, equity registration date, meeting place, voting method, convener, holding method, attendees, deliberation items, on-site meeting registration methods, online voting methods and other matters of the general meeting of shareholders.
(III) convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at room 2405, block a, Jingji Binhe Times Square, Futian District, Shenzhen, Guangdong Province at 15:00 on January 20, 2022. The general meeting of shareholders was presided over by Chairman Wen Zhiping.
The online voting of the general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. 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 20, 2022; The specific time of voting through the Internet voting system is from 9:15 to 15:00 on January 20, 2022.
The time, place and contents of the shareholders’ meeting are consistent with those specified in the notice of convening shareholders’ meeting, and comply with the provisions of the company law, rules of shareholders’ meeting and other relevant laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the qualification of the convener, the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the general meeting
A total of 51 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 93888513 voting shares of the company, accounting for 22.7914% of the total voting shares of the company. Among them, there are 2 Shareholders and shareholder agents attending the on-site meeting, holding 81399013 voting shares of the company, accounting for 19.7595% of the total voting shares of the company; A total of 49 shareholders and shareholder agents voted through the Internet, holding 12489500 voting shares of the company, accounting for 3.0318% of the total voting shares of the company. The related shareholder pingda new materials Co., Ltd. (the controlling shareholder of the company, holding 81397013 voting shares of the company) avoided voting.
Overall attendance of minority shareholders: there are 50 shareholders and shareholder agents voting on site and online, representing 12491500 voting shares of the company, accounting for 3.0323% of the total voting shares of the company.
Among them, one shareholder and one shareholder’s agent voted on site, representing 2000 voting shares of the company, accounting for 0.0005% of the total voting shares of the listed company. 49 shareholders and shareholder agents voted through the Internet, representing 12489500 voting shares of the company, accounting for 3.0318% of the total voting shares of the listed company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
In addition to the above shareholders of the company, some directors, some supervisors, the Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
The lawyer of the firm checked the identity certificate and shareholding certificate of the shareholders attending the on-site meeting and confirmed that their qualification to attend the meeting was legal and valid; The qualification of shareholders participating in online voting shall be certified by the trading system of Shenzhen Stock Exchange. In conclusion, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the relevant laws, regulations, normative documents and the articles of association, such as the company law, the rules of the general meeting of shareholders and so on.
After inspection, the matters voted at this shareholders’ meeting have been listed in the notice of convening shareholders’ meeting. The proposals considered at this shareholders’ meeting are consistent with the notice of convening shareholders’ meeting, and there is no situation of modifying the original proposal or adding new proposals.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided to the company by Shenzhen Securities Information Co., Ltd.
According to the combined online voting and on-site voting results, the voting results of the proposal considered at the general meeting of shareholders are as follows: (I) proposal on the company meeting the conditions for non-public development of shares
Voting: 11431500 shares were approved, accounting for 91.5142% of the shares held by all shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 11431500 shares were agreed, accounting for 91.5142% of the shares held by small and medium-sized shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
According to the company law, the articles of association and other relevant provisions, this proposal shall be adopted by the general meeting of shareholders by special resolution, that is, it shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the above voting results, the proposal was passed.
Related shareholder pingda new materials Co., Ltd. avoided voting. (II) proposal on the company’s 2021 non-public stock development plan 1 Class and par value of issued shares
Voting: 11420300 shares were approved, accounting for 91.4246% of the shares held by all shareholders attending the meeting; 1071200 shares opposed, accounting for 8.5754% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 11420300 shares were agreed, accounting for 91.4246% of the shares held by small and medium-sized shareholders attending the meeting; 1071200 shares opposed, accounting for 8.5754% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
According to the company law, the articles of association and other relevant provisions, this proposal shall be adopted by the general meeting of shareholders by special resolution, that is, it shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the above voting results, the proposal was passed.
Related shareholder pingda new materials Co., Ltd. avoided voting. 2. Issuing method and time
Voting: 11431500 shares were approved, accounting for 91.5142% of the shares held by all shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 11431500 shares were agreed, accounting for 91.5142% of the shares held by small and medium-sized shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
According to the company law, the articles of association and other relevant provisions, this proposal shall be adopted by the general meeting of shareholders by special resolution, that is, it shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the above voting results, the proposal was passed.
Related shareholder pingda new materials Co., Ltd. avoided voting. 3. Issuing object and subscription method
Voting: 11431500 shares were approved, accounting for 91.5142% of the shares held by all shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 11431500 shares were agreed, accounting for 91.5142% of the shares held by small and medium-sized shareholders attending the meeting; Against 1060000 shares, accounting for 8.4858% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
According to the company law, the articles of association and other relevant provisions, this proposal shall be adopted by the general meeting of shareholders by special resolution, that is, it shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the above voting results, the proposal was passed.
Related shareholder pingda new materials Co., Ltd. avoided voting. 4. Pricing base date, issue price and pricing method
Voting: 11420300 shares were approved, accounting for 91.4246% of the shares held by all shareholders attending the meeting; 1071200 shares opposed, accounting for 8.5754% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 11420300 shares were agreed, accounting for 91.4246% of the shares held by small and medium-sized shareholders attending the meeting; Against 1071200 shares,
