Legal opinion
Anhui Tianhe law firm
About Anhui Xinbo Aluminum Co.Ltd(003038)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Tly 2022 No. 00073 to: Anhui Xinbo Aluminum Co.Ltd(003038)
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 of the general meeting of shareholders of listed companies and the articles of association of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as the “articles of association”), Anhui Tianhe law firm accepts the entrustment of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as the “company”), Appoint lawyers Li Jun and Yin Shaojie of the firm to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), witness relevant matters of the general meeting of shareholders and give legal opinions.
The exchange agrees to take this legal opinion as the announcement document of the general meeting of shareholders and submit it to the relevant competent authorities for examination and announcement together with other documents of the company.
In accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has witnessed the relevant matters of the general meeting of shareholders, and hereby expresses the following opinions on the convening, convening and other relevant matters of the general meeting of shareholders:
1、 On the convening and convening procedures of the general meeting of shareholders
(I) upon verification, the board of directors of the company published the notice of Anhui Xinbo Aluminum Co.Ltd(003038) on proposing to convene the first interim general meeting of shareholders in 2022 on China Securities Journal, Shanghai Securities News, securities times, securities daily and the information disclosure website designated by the company on January 5, 2022. The contents of the notice include the convener of the meeting, the time of the meeting, the method of the meeting, the place of the meeting, the matters to be considered at the meeting, the participants of the meeting, the date of equity registration, etc. The contents of the above notice and announcement comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
(II) after inspection, the on-site meeting of the general meeting of shareholders was held in the conference room on the 8th floor of Anhui Xinbo Technology Co., Ltd. in Tianchang City, Anhui Province at 14:30 on January 21, 2022. The online voting time is January 21, 2022,
Legal opinion
The online voting time through the trading system of Shenzhen stock exchange is: the trading time on January 21, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 a.m. on January 21, 2022. The actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the contents of the meeting notice.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
(I) upon inspection, there are 11 shareholders and their proxies attending the on-site meeting of the general meeting of shareholders and shareholders voting through the Internet, representing 81426223 voting shares, accounting for 76.5014% of the total voting shares of the company. Among them, 7 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 63637590 voting shares, accounting for 59.7887% of the total voting shares of the company. According to the statistical data of online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 4 shareholders voting through online voting within the effective time, representing 17788633 voting shares, accounting for 16.7127% of the total voting shares of the company.
According to the inspection, all the shareholders attending the on-site meeting of the company’s general meeting of shareholders are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on January 14, 2022. All the shareholders present in person have presented their identity certificates, All shareholders’ proxies present at the meeting presented the power of attorney and relevant identity certificates. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data of the online voting of the general meeting of shareholders. Some directors, supervisors and senior managers of the company also attended the on-site meeting of the general meeting of shareholders.
(II) upon inspection, the convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener of the general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the relevant provisions of the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Legal opinion
(I) after verification, the shareholders’ meeting adopts the combination of on-site voting and online voting. If the same voting right is voted repeatedly through on-site, online voting platform or other methods, the first voting result shall prevail. Among them, on-site voting is conducted in the form of open voting. After the voting, the company counted the voting results on the spot; If shareholders vote online, after the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the general meeting of shareholders. For each proposal, the company consolidated and counted the voting results of on-site voting and online voting, and published them on the spot. The related shareholders who have an interest in the relevant deliberation proposal have avoided voting, and their shares are not included in the total number of voting shares of the relevant proposal. (II) after verification, the voting results of this shareholders’ meeting are as follows:
The proposal on the financing limit of the company and its wholly-owned subsidiaries in 2022 was deliberated and adopted.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the attendees and conveners of the general meeting of shareholders, the voting procedures and voting results of the general meeting of shareholders are in line with the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other relevant laws and regulations The resolutions of the general meeting of shareholders are legal and effective in accordance with the relevant provisions of the normative documents and the articles of association.
Legal opinion
(there is no text on this page, which is the signature page of the legal opinion of Anhui Tianhe law firm on the first extraordinary general meeting of shareholders in Anhui Xinbo Aluminum Co.Ltd(003038) 2022)
This legal opinion was signed in Hefei on January 21, 2002.
Handling lawyer of Anhui Tianhe law firm:
person in charge
Lu Xianrong, Li Jun
Yin Shaojie
