Beijing Guofeng law firm
About Tianjin jiuri New Material Co., Ltd
Legal opinions on the fourth extraordinary general meeting of shareholders in 2020
Guo Feng LV Gu Zi [2020] No. a0600
Beijing Guofeng law firm
GrandwayLawOffices
7 / F, news building, 26 Jianguomen inner street, Dongcheng District, Beijing Postcode: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
Beijing Guofeng law firm
About Tianjin jiuri New Material Co., Ltd
Legal opinions on the fourth extraordinary general meeting of shareholders in 2020
Guo Feng LV Gu Zi [2020] No. a0600
To: Tianjin jiuri New Material Co., Ltd
According to the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules of the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules") and other laws and regulations of the China Securities Regulatory Commission (hereinafter referred to as "the rules") Beijing Guofeng law firm (hereinafter referred to as "the company") has accepted the entrustment of Tianjin jiuri new materials Co., Ltd. (hereinafter referred to as "the company") to assign lawyers to the fourth extraordinary general meeting of shareholders (hereinafter referred to as "the company") in 2020 (hereinafter referred to as "the general meeting of shareholders"). In view of the causes of pneumonia caused by the new coronavirus infection in Tianjin, the lawyer appointed by the firm witnessed the shareholders' meeting by video and issued this legal opinion.
In order to issue this legal opinion, our lawyer reviewed the relevant matters involved in this general meeting of shareholders of the company, consulted the documents that the lawyer of our firm considered necessary for issuing this legal opinion, and conducted necessary verification and verification on relevant issues. In this legal opinion, according to the relevant requirements, our lawyers only express their opinions on the procedures for convening and holding the general meeting of shareholders, the qualification of the convener and the attendants, the voting procedure and the legality of the voting results, rather than the authenticity and accuracy of the contents of the proposal considered at the general meeting of shareholders and the facts or data expressed in the motions. Our lawyers shall bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 19 of the securities law and Article 5 of the rules, and in accordance with the business standards, ethics and the spirit of diligence and due diligence recognized by the lawyer profession, the lawyer of our firm has provided relevant documents and relevant documents to the company
The matters were verified and verified, and attended the fourth extraordinary general meeting of shareholders in 2020 by video. The legal opinions are as follows:
According to our lawyer's inspection, this general meeting of shareholders of the company shall be convened by the board of directors of the company. On November 14, 2020, the board of directors of the company released the notice of Tianjin jiuri New Material Co., Ltd. on the Shanghai Stock Exchange (www.sse. Com. CN) and China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily. The notice stated the time and place of the meeting and the online voting The time, describes the shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of the shareholders who have the right to attend the general meeting of shareholders, and the registration methods for the shareholders attending the meeting. At the same time, it lists the matters to be considered at the general meeting of shareholders and fully discloses the contents of relevant motions.
The general meeting of shareholders of the company is held by the combination of on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held on December 2, 2020 in the conference room of the fifth floor, block C, wisdom hill, No.1, Gonghua Road, Huayuan new technology industrial park, Tianjin, and presided over by Mr. Zhao Guofeng, chairman of the company. The specific time of online voting through the online voting system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30, 13:00-15:00 on December 2, 2020; the voting time through Internet voting platform is 9:15-15:00 on November 23, 2020.
It is found that the time, place, method and content of the meeting are consistent with those specified in the notice.
To sum up, the notice, convening and holding procedures of this general meeting of shareholders of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
The convener of the general meeting of shareholders is the board of directors of the company, meeting the requirements of laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, power of attorney, identification documents of relevant shareholders, on-site and online voting statistical results fed back by Shanghai Stock Exchange Information Network Co., Ltd., and the register of shareholders up to the date of equity registration of the shareholders' meeting, and verified and confirmed by the company and our lawyers, the shares that passed the on-site and online voting at the general meeting of shareholders were approved There are 23 persons in total, representing 23419414 shares, accounting for 21.0555% of the total shares of the company. In addition to the company's shareholders (shareholders' agents), some directors, supervisors, senior managers of the company and the lawyers in charge of the exchange attended the general meeting of shareholders.
After verification, the qualification of the above-mentioned personnel attending the on-site meeting of shareholders meets the provisions of relevant laws and regulations, normative documents and the articles of association, which is legal and effective; the qualification of the above shareholders participating in online voting has been verified by the trading system and online voting system of Shanghai Stock Exchange.
It is verified that the matters audited and voted at the general meeting of shareholders are all the motions listed in the notice of the meeting announced by the company. After deliberating item by item in the general meeting of shareholders, the following motions were voted in accordance with the voting procedures stipulated in the articles of association:
1. The "proposal on changing part of the investment projects with raised funds" was passed by voting. The voting results are as follows: 23418914 shares were agreed, accounting for 99.9979% of the total number of shares with valid voting rights attending the meeting.
Among them, the voting situation of small and medium-sized shareholders who hold less than 5% of the company's shares present at the general meeting of shareholders: 535491 shares agreed, accounting for the total number of voting shares held by small and medium-sized shareholders attending the shareholders' meeting
99.9067%。
2. The motion on nomination of candidates for non independent directors of the Fourth Board of directors of the company was passed by cumulative voting. The voting results are as follows:
23247380 shares were approved, accounting for 99.2654% of the total number of shares with valid voting rights.
Among them, the voting situation of small and medium-sized shareholders who held less than 5% of the company's shares at the shareholders' meeting: 363957 shares agreed, accounting for 67.9036% of the total number of voting shares held by small and medium-sized shareholders attending the shareholders' meeting.
The scrutineer, the teller and the lawyer of this firm are jointly responsible for the supervision and counting of votes. The voting votes of the on-site meeting are counted on the spot, and the final voting results will be announced after the final voting results are statistically determined.
After inspection, the above motions were passed by more than half of the valid voting rights held by the shareholders (shareholders' agents) attending the general meeting of shareholders.
To sum up, the voting procedures and voting results of the general meeting of shareholders conform to the provisions of laws and regulations, normative documents and the articles of association, which are legal and effective.
To sum up, our lawyers believe that the convening and holding procedures of the general meeting of shareholders of the company comply with the relevant provisions of laws, regulations, rules and the articles of Association; the qualification of the personnel attending the meeting is legal and effective; the voting procedures and voting results conform to the provisions of laws, regulations and the articles of Association; the relevant resolutions passed by the general meeting of shareholders are legal and effective.
This legal opinion is in duplicate.
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