| Time: August 2, 2024, 17:46:29 Zhongcai Network |
Original Title: Sinochem International: Legal Opinion of Beijing Tianyuan Law Firm on the 2024 First Interim General Meeting of Shareholders of Sinochem International
Beijing Tianyuan Law Firm
Legal Opinion on the 2024 First Interim General Meeting of Shareholders of
Sinochem International (Holdings) Co., Ltd.
Document No: Jing Tian Gu Zi (2024) No. 454
To: Sinochem International (Holdings) Co., Ltd.
2024
The 2024 First Interim General Meeting of Shareholders of Sinochem International (Holdings) Co., Ltd. (hereinafter referred to as the “Company”) was convened in a combined manner of on-site voting and online voting. The on-site meeting was held on August 2, 2024, at the Kai Chen World Trade Center Conference Room in Beijing. Beijing Tianyuan Law Firm (hereinafter referred to as “this Firm”) has been entrusted by the Company to assign its lawyers to attend the on-site meeting of this General Meeting of Shareholders and to issue this legal opinion on the convening, procedural conduct, qualification of attendees at the on-site meeting, qualifications of the convener, voting procedures, and voting results of the General Meeting 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 for General Meetings of Shareholders of Listed Companies” (hereinafter referred to as “the Rules”), and the Articles of Association of Sinochem International (Holdings) Co., Ltd. (hereinafter referred to as “the Articles”).
In issuing this legal opinion, the lawyers of this Firm have reviewed the “Notice of the Resolution of the 22nd Meeting of the 9th Board of Directors of Sinochem International (Holdings) Co., Ltd.”, the “Notice on Convening the 2024 First Interim General Meeting of Shareholders” (hereinafter referred to as “the Notice”), and other documents and materials deemed necessary, and have verified the identity and qualifications of the shareholders attending the meeting, witnessed the convening of this General Meeting, and participated in the on-site oversight and counting of ballots for the resolutions at this General Meeting.
This Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Services, and the Provisional Regulations on the Practice of Securities Legal Services by Law Firms, ensuring that the facts determined in this legal opinion are true, accurate, and complete, and that the conclusions are legal and accurate, free from false statements, misleading representations, or material omissions, and shall bear corresponding legal responsibilities.
This Firm and the handling lawyers agree to treat this legal opinion as a statutory document for this General Meeting announcement and to submit it to the Shanghai Stock Exchange (hereinafter referred to as “SSE”) for review and announcement along with other announcement documents, and accept legal responsibility for the issued legal opinion.
The lawyers of this Firm have confirmed the documents and relevant facts provided by the Company according to widely recognized business standards, ethical norms, and diligent and responsible spirit within the legal profession. The legal opinion is as follows: 1. The convening and procedural conduct of this General Meeting
The 22nd meeting of the 9th Board of Directors of the Company was held on July 16, 2024, during which a resolution was made to convene this General Meeting, and the “Notice of the General Meeting” was issued through designated media on July 17, 2024. The Notice outlined the time, place, matters to be reviewed, and the attendees for this General Meeting.
This General Meeting adopted a combined method of on-site voting and online voting. The on-site meeting was held at 14:30 on August 2, 2024, in the Kai Chen World Trade Center Conference Room in Beijing, presided over by Mr. Zhang Xuegong, the Chairman of the Company, and completed all meeting agendas. The online voting for this General Meeting was conducted through the SSE’s online voting system during the trading hours of the meeting day, specifically from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00; the internet voting system was available from 9:15 to 15:00 on the meeting day.
This Firm’s lawyers believe that the convening and procedural conduct of this General Meeting conform to the provisions of laws, administrative regulations, the Rules, and the Articles.
2. Qualification of Attendees and Convener of this General Meeting
(a) Qualification of Attendees
A total of 273 shareholders and their proxies (including those who voted online) attended this General Meeting, holding a total of 1,972,432,304 shares with voting rights, accounting for 54.9650% of the total shares of the Company. Among them:
1. Based on the shareholding certificates, legal representative identification, the proxy letter, and the personal identification of shareholders provided by attendees, one shareholder attended the on-site meeting holding 1,948,551,478 shares with voting rights, accounting for 54.2995% of the total shares of the Company.
2. According to the online voting results provided by the Shanghai Securities Information Network Co., Ltd., a total of 272 shareholders participated in the online voting, holding 23,880,826 shares with voting rights, accounting for 0.6655% of the total shares of the Company.
Other shareholders (or their proxies) who are not among the Company’s directors, supervisors, senior management, or shareholders (or their proxies) holding more than 5% of the Company’s shares (hereinafter referred to as “small and medium investors”) included 272 people, representing 23,880,826 shares with voting rights, accounting for 0.6655% of the total shares of the Company.
In addition to the above shareholders and their representatives, some directors, supervisors, the company secretary of the board, and the lawyers from this Firm attended the meeting, and some senior management participated in the meeting.
(b) Convener of this General Meeting
The convener of this General Meeting was the Company’s Board of Directors.
The qualifications of the shareholders voting online were certified by the securities exchange system at the time of their voting.
Upon verification, this Firm’s lawyers believe that the qualifications of the attendees and the convener of this General Meeting were all lawful and valid.
3. Voting Procedures and Results of this General Meeting
Upon examination, the matters voted on at this General Meeting were specified in the Notice.
This General Meeting adopted a combined method of on-site voting and online voting, reviewed and voted on the agenda without deferring or failing to vote for any reason.
The counting and monitoring of the on-site voting for the matters reviewed were conducted by shareholder representatives, supervisors, and lawyers from this Firm. The results of the online voting for this General Meeting were based on the voting statistics provided by the Shanghai Securities Information Network Co., Ltd.
After combining the results from online and on-site voting, this General Meeting passed the following resolutions: (a) “Proposal on Electing Directors”
1. Wang Feng
Voting results: 1,961,597,559 votes in favor.
Among them, small and medium investors voted: 13,046,081 votes in favor.
Voting result: Passed.
This Firm’s lawyers believe that the voting procedures and results of this General Meeting were legally effective.
4. Conclusion
This Firm’s lawyers believe that the convening and procedural conduct of this General Meeting conforms to relevant laws, administrative regulations, the Rules, and the Articles; the qualifications of personnel at the on-site meeting and the convener of this General Meeting were lawful and valid; and the voting procedures and results of this General Meeting were legally effective.
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