Guohao law firm (Jinan)
About Zhongrun Resources Investment Corporation(000506) the first extraordinary general meeting of shareholders in 2002
Special legal opinion
Guohao law firm (Jinan)
About Zhongrun Resources Investment Corporation(000506) the first time in 2002
Special legal opinion of extraordinary general meeting of shareholders
To: Zhongrun Resources Investment Corporation(000506)
Guohao law firm (Jinan) (hereinafter referred to as “the firm”) accepts the entrustment of Zhongrun Resources Investment Corporation(000506) (hereinafter referred to as ” Zhongrun Resources Investment Corporation(000506) ” or “the company”) to appoint Zhao Xinlei, lawyer Lawyer Wu Bin (hereinafter referred to as “our lawyer”) attended the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting of shareholders”) held by Zhongrun Resources Investment Corporation(000506) on January 21, 2022 in the conference room on the 23rd floor, building A2-5, Hanyu Jinggu, No. 7000, jingshidong Road, Licheng District, Jinan. After examining the documents and facts related to the convening of this general meeting provided by Zhongrun Resources Investment Corporation(000506) , In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws and administrative regulations and the Zhongrun Resources Investment Corporation(000506) articles of Association (hereinafter referred to as the “articles of association”), the convening, convening procedures, qualification of attendees, voting procedures and other matters of the company’s general meeting of shareholders have been verified and verified, The legal opinions are as follows: I. convening and convening procedures of this general meeting of shareholders
(I) the board of directors of the company has published the information of listed companies on the Internet designated by the securities times, China Securities News, Securities Daily, Shanghai Securities News and CSRC on January 5, 2022 http://cninfo.com.cn. That is, cninfo.com announced the meeting notice of convening the shareholders’ meeting to the shareholders of the company. After verification, the notice specifies the session, convener, legality and compliance, holding time, holding method, equity registration date, participants, place, matters to be considered at the meeting, proposal code, registration method of on-site shareholders’ meeting, shareholder identity authentication and voting procedures for online voting, etc. Zhongrun Resources Investment Corporation(000506) the convening of this general meeting of shareholders by the board of directors complies with the provisions of the company law and the articles of association.
(II) after verification by our lawyers, according to the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting”), the shareholders
The meeting was held by combining on-site voting and online voting. Of which:
1. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 21, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 21, 2022.
2. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on January 21, 2022 in the conference room on the 23rd floor, building A2-5, Hanyu Golden Valley, No. 7000, jingshidong Road, Licheng District, Jinan.
Zhongrun Resources Investment Corporation(000506) the time and place of the shareholders’ meeting are the same as those announced in the notice of shareholders’ meeting.
(III) the shareholders’ meeting has been notified in the form of announcement 15 days before the meeting is held. The notice time of the board of directors for convening the shareholders’ meeting meets the provisions of the company law and the articles of association. (IV) after review, the main contents of the notice of the shareholders’ meeting are in line with the provisions of the company law and the articles of association.
(V) the shareholders’ meeting was convened by the Zhongrun Resources Investment Corporation(000506) board of directors and presided over by the chairman, Ms. Zheng Yuzhi. The meeting was in accordance with the provisions of the company law and the articles of association.
In conclusion, our lawyers believe that the convening and holding of the general meeting of shareholders is legal and effective in accordance with relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders, shareholders’ representatives and entrusted agents attending the meeting
1. There are 0 shareholders, shareholder representatives and entrusted agents attending the on-site meeting of the general meeting of shareholders, representing
There are 0 shares in the table, accounting for 0% of the total shares of Zhongrun Resources Investment Corporation(000506) .
2. According to the statistical data provided by Shenzhen Securities Information Co., Ltd. and verified and confirmed by the company, there are 3 shareholders participating in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 45712901 shares, accounting for 4.9206% of the total shares of Zhongrun Resources Investment Corporation(000506) .
(II) other personnel attending the meeting
Other personnel attending the meeting are directors, supervisors, senior managers of the company and meeting witness lawyers hired by 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 meet the provisions of the company law and other relevant laws, regulations and the articles of association.
3、 Proposal on deliberation at this shareholders’ meeting
After verification by our lawyers, the proposals considered at the general meeting of shareholders include:
1. Proposal on remuneration scheme for directors and senior managers of the company;
2. Proposal on the remuneration scheme of the company’s supervisors;
3. Proposal on renewing the appointment of accounting firms;
4. Proposal on transferring equity and creditor’s rights of holding subsidiaries and providing guarantee by holding subsidiaries. After verification by our lawyers, the above-mentioned proposals 1, 3 and 4 have been deliberated and adopted at the first meeting of the tenth board of directors and proposal 2 has been deliberated and adopted at the first meeting of the tenth board of supervisors, which has been announced as the deliberation proposal listed in the notice of the general meeting of shareholders. There were no other temporary proposals at the shareholders’ meeting, the proposals considered were consistent with the matters listed in the announcement, and the board of directors of the company did not make any amendments to the proposals considered at the shareholders’ meeting.
The lawyers of the firm believe that the proposals deliberated at the general meeting of shareholders have been Zhongrun Resources Investment Corporation(000506) passed by the board of directors and the board of supervisors, submitted to the general meeting of shareholders for deliberation, and have been listed in the notice of the general meeting of shareholders, which is in line with the provisions of the company law and the articles of association.
4、 Voting procedures of the general meeting of shareholders
The shareholders’ meeting adopts the combination of on-site voting and online voting. After verification, Zhongrun Resources Investment Corporation(000506) there were 0 shareholders, shareholder representatives and entrusted agents present at the on-site meeting of the general meeting of shareholders. 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. After verification, after the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting. There were 3 shareholders and shareholder representatives voting at the general meeting of shareholders, representing 45712901 shares, accounting for 4.9206% of the total shares of Zhongrun Resources Investment Corporation(000506) .
The voting result is:
1. Deliberating the proposal on the remuneration scheme of the company’s directors and senior managers
There are 45712901 representative shares of shareholders voting on this proposal, including 45612401 in favor, 100500 against and 0 abstention. The consent shares account for 99.7802% of the total number of valid voting shares.
2. Deliberating the proposal on the remuneration scheme of the company’s supervisors
There are 45712901 representative shares of shareholders voting on this proposal, including 45612401 in favor, 100500 against and 0 abstention. The consent shares account for 99.7802% of the total number of valid voting shares.
3. Deliberating the proposal on renewing the appointment of accounting firms
45712901 shareholder representative shares participated in the voting of this proposal, including 45612401 shares in favor, 100500 shares in opposition and 0 shares in abstention. The shares in favor accounted for 99.7802% of the total number of valid voting shares.
4. Considering the proposal on transferring the equity and creditor’s rights of the holding subsidiary and providing guarantee by the holding subsidiary, 45712901 shareholders’ representative shares participated in the voting of this proposal, including 45612401 shares in favor, 100500 shares in opposition and 0 shares abstained. The shares in favor accounted for 99.7802% of the total number of valid voting shares participating in the voting.
In conclusion, the proposal considered at the general meeting of shareholders has been approved by more than two-thirds of the total number of effective voting shares held by shareholders participating in the voting. According to the voting results, the above proposals were considered and adopted at the shareholders’ meeting. Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants, voting procedures and voting results of this general meeting of shareholders are legal and effective in accordance with relevant laws, regulations, normative documents and the articles of association.
The exchange agrees that the company shall submit this legal opinion to Shenzhen stock exchange for announcement in accordance with the provisions of relevant laws, regulations and normative documents.
This legal opinion is made in triplicate, which shall come into force after being signed by our lawyer and sealed by our firm.
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(there is no text on this page, which is the signature page of the special legal opinion of Guohao law firm on Zhongrun Resources Investment Corporation(000506) the first extraordinary general meeting of shareholders in 2002)
Guohao law firm (Jinan)
Principal: Zheng Jifa handling lawyer: Zhao Xinlei
Wu Bin
January 21, 2002
