Shanghai jintiancheng law firm
About Fujian Green Pine Co.Ltd(300132)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9, 11, 12 floors of Shanghai Center Tower, 501 Yingcheng Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Green Pine Co.Ltd(300132) ：
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Fujian Green Pine Co.Ltd(300132) (hereinafter referred to as "your company" or "the company") to hold the first extraordinary general meeting of shareholders in 2022 in accordance with the company law of the people's Republic of China (amended in 2018) (hereinafter referred to as "the company law") and the rules for the general meeting of shareholders of listed companies This legal opinion is issued in accordance with the relevant provisions of laws and regulations, other normative documents and the Fujian Green Pine Co.Ltd(300132) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyers have conducted necessary verification and verification on the relevant matters involved in the general meeting of shareholders, and reviewed the relevant documents and materials that our lawyers believe are necessary for the issuance of this legal opinion.
In view of this, in accordance with the requirements of the company law and the rules for the general meeting of shareholders of listed companies, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Qualification of convener of this general meeting of shareholders and procedures for convening and convening
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The board of directors of the company published the notice of Fujian Green Pine Co.Ltd(300132) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "announcement") on cninfo.com and the website of Shenzhen Stock Exchange on January 1, 2022. The announcement includes the time, place, method, attendees, deliberation items and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders.
The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 15:30 p.m. on January 20, 2022 in the company conference room of Huiyao Industrial Park, Jianyang District, Nanping City, Fujian Province. The specific time for 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 for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on January 20, 2022 to 15:00 on January 20, 2022. After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, rules for general meetings of shareholders of listed companies and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and their proxies attending the on-site meeting
According to the signature and power of attorney of shareholders attending the on-site meeting of the company, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented is 81737306 shares, accounting for 15.8228% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders voting through the trading system and Internet voting system of Shenzhen Stock Exchange
According to the statistics of Shenzhen stock exchange system and Internet voting system and confirmed by the company, there are 71 shareholders voting through the network system during the network voting time, and the number of voting shares is 50361295, accounting for 9.7490% of the total shares of the company.
The lawyers of the firm have verified that the qualifications of the above shareholders to participate in the meeting are legal and valid.
To sum up, there are 75 shareholders and shareholder agents attending and voting at the general meeting of shareholders of the company, and the number of voting shares represented is 132098601 shares, accounting for 25.5717% of the total shares of the company.
3. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders' meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice of convening the general meeting of shareholders; There was no amendment to the notified proposal or new proposal proposed by shareholders at the shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders adopted the combination of on-site voting and online voting, and considered and adopted the following proposals:
(I) the proposal on renewing the appointment of audit institutions in 2021 was deliberated and adopted.
Voting results: 131660501 shares were approved, accounting for 99.6684% of the valid voting shares; Against 428900 shares, accounting for 0.3247% of the valid voting shares; 9200 shares abstained, accounting for 0.0070% of the valid voting shares.
Among them, the voting results of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company): 51313096 shares were agreed, accounting for 99.1534% of the total voting shares of small and medium-sized investors and their agents attending the meeting; Against 428900 shares, accounting for 0.8288% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 9200 shares were abstained, accounting for 0.0178% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
(II) the proposal on Revising the remuneration system of directors and supervisors was deliberated and adopted.
Voting results: 131666501 shares were approved, accounting for 99.6729% of the valid voting shares; 432100 shares opposed, accounting for 0.3271% of the valid voting shares; 0 shares waived.
Among them, the voting results of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company): 51319096 shares were agreed, accounting for 99.1650% of the total voting shares of small and medium-sized investors and their proxy representatives attending the meeting; 432100 shares opposed, accounting for 0.8350% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 0 shares waived.
After review, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, rules for general meetings of shareholders of listed companies and other laws, regulations and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Fujian Green Pine Co.Ltd(300132) 2022 comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws and regulations, normative documents and the relevant provisions of the articles of Association; The qualifications of conveners and attendees are legal and valid; The voting procedures, voting results and resolutions adopted at the meeting are legal and valid.
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Legal opinions of the extraordinary general meeting (signature page)
Handling lawyer of Shanghai jintiancheng law firm:
Wang Ting
Principal: Handling lawyer:
Gu Gongyun, Zhang Chao
January 20, 2022
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