Shanghai Oriental Huayin law firm
About Jinyuan Ep Co.Ltd(000546)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Shanghai Oriental Huayin law firm (hereinafter referred to as “the firm”) is entrusted by Jinyuan Ep Co.Ltd(000546) (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, the rules for the general meeting of shareholders of listed companies and other laws This legal opinion is issued in accordance with the relevant provisions of regulations and other normative documents and the Jinyuan Ep Co.Ltd(000546) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers reviewed the relevant materials provided by the company for this shareholders’ meeting, including but not limited to the notice of the company holding the first extraordinary shareholders’ meeting in 2022, the agenda, proposals, resolutions and other documents of the company’s first extraordinary shareholders’ meeting in 2022. The company has made a guarantee and commitment to the exchange that the materials and documents provided by the company to the exchange are true, accurate and complete without major omissions.
Our lawyers only express legal opinions on the facts occurring before the date of issuance of this legal opinion and our lawyers’ understanding of relevant laws and regulations.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. The exchange agrees that this legal opinion shall be disclosed to the public together with other materials as the announcement material of the company’s general meeting of shareholders, and shall bear relevant legal liabilities according to law.
In accordance with the requirements of laws and regulations and the articles of association, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Procedures for convening and convening the general meeting of shareholders
On January 5, 2022, the 10th meeting of the 10th board of directors of the company made a resolution and decided to hold this meeting
The general meeting of shareholders. Your company has announced the time, place and deliberation of the shareholders’ meeting on January 6, 2022
Relevant announcements and notices such as item are published on the disclosure media designated by the CSRC to inform all shareholders. The date of publication of the announcement is 15 days from the date of the convening of the general meeting of shareholders.
The shareholders’ meeting adopts the combination of on-site voting and online voting, and the on-site meeting will be held in 2022
At 14:30 on January 21, the meeting was held in the company conference room on the 30th floor of Sunyard Technology Co.Ltd(600571) International Building 1, 1750 Jianghong Road, Binjiang District, Hangzhou; Voting time of trading system of Shenzhen Stock Exchange: 09:15 ~ 09:25, January 21, 2022,
09:30 ~ 11:30 and 13:00 ~ 15:00; Voting time of Internet voting system of Shenzhen Stock Exchange: 09:15 ~ 15:00, January 21, 2022. The time and place of the meeting are in line with the contents of the announcement. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association. 2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The personnel attending the on-site meeting of the general meeting of shareholders mainly include some shareholders and authorized representatives of shareholders, some directors, supervisors and senior managers of the company, and other relevant personnel invited by the board of directors of the company.
According to the on-site meeting voting documents and online voting provided by the company, a total of 14 shareholders and authorized representatives of shareholders attended the shareholders’ meeting, representing 299544890 shares, accounting for 38.3647% of the total shares of the listed company. Of which:
(1) Two shareholders and their authorized representatives attended the on-site meeting of the general meeting of shareholders, representing 298045194 shares, accounting for 38.1727% of the total shares of the listed company;
(2) The number of shareholders participating in the online voting of the general meeting of shareholders is 12, representing 1499696 shares
Shares, accounting for 0.1921% of the total shares of the listed company.
After verification, our lawyers believe that the qualifications of the personnel and conveners attending the general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting voted on the spot in combination with online voting, deliberated the proposals listed in the meeting notice, and considered and adopted the following proposals one by one:
1. The Jinyuan Ep Co.Ltd(000546) proposal on adding non independent directors of the company was deliberated and adopted
Voting:
Agreed to 299479490 shares, accounting for 99.9782% of the shares held by all shareholders attending the meeting; Against 63400 shares, accounting for 0.0212% of the shares held by all shareholders attending the meeting; Abstained 2000 shares (including 0 shares by default due to non voting), accounting for 0.0007% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
1434296 shares were approved, accounting for 95.6391% of the shares held by minority shareholders attending the meeting; Against 63400 shares, accounting for 0.1334% of the shares held by minority shareholders attending the meeting; 2000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1334% of the shares held by minority shareholders attending the meeting.
2. The Jinyuan Ep Co.Ltd(000546) proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Voting:
Agreed to 299479490 shares, accounting for 99.9782% of the shares held by all shareholders attending the meeting; Against 63400 shares, accounting for 0.0212% of the shares held by all shareholders attending the meeting; Abstained 2000 shares (including 0 shares by default due to non voting), accounting for 0.0007% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
1434296 shares were approved, accounting for 95.6391% of the shares held by minority shareholders attending the meeting; Against 63400 shares, accounting for 0.1334% of the shares held by minority shareholders attending the meeting; 2000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1334% of the shares held by minority shareholders attending the meeting.
The above proposal 2 is a special resolution, which has been adopted by more than two-thirds of the effective voting rights held by shareholders and their authorized representatives.
The company counted and monitored the votes cast on site in accordance with laws, regulations and the articles of association.
Our lawyers believe that the above proposals are consistent with the notice of the general meeting of shareholders, the voting procedures of the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the above resolutions adopted by the general meeting of shareholders are legal and effective. 4、 On the proposal of the general meeting of shareholders
Witnessed by the lawyers of the firm, there was no case where shareholders put forward interim proposals at the general meeting of shareholders.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening process of your company’s first extraordinary general meeting in 2022
The proceedings, the qualifications of participants and voting procedures are in accordance with laws, regulations and the articles of association, and all resolutions adopted at the general meeting of shareholders are legal and effective.
(there is no text on this page, which is the signature page of the legal opinion of Shanghai Oriental Huayin law firm on the first extraordinary general meeting of shareholders in Jinyuan Ep Co.Ltd(000546) 2022)
Shanghai Oriental Huayin law firm
Person in charge: Wang Jianwen witness lawyer: Wu Jing
Huang Xihui
January 21, 2022
