| Time: July 26, 2024, 20:01:11 China Finance Network |
Original Title: Sanhe Pipe Pile: Legal Opinion from Beijing Tongshang Law Firm Regarding Guangdong Sanhe Pipe Pile Co., Ltd.’s Third Extraordinary General Meeting of Shareholders in 2024
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Beijing Tongshang Law Firm
Regarding Guangdong Sanhe Pipe Pile Co., Ltd.
Legal Opinion Regarding the Third Extraordinary General Meeting of Shareholders in 2024
To: Guangdong Sanhe Pipe Pile Co., Ltd.
Entrusted by Guangdong Sanhe Pipe Pile Co., Ltd. (hereinafter referred to as “the Company”), the lawyer from Beijing Tongshang Law Firm (hereinafter referred to as “the Firm’s Lawyer”) attended the Company’s Third Extraordinary General Meeting of Shareholders in 2024 and conducted an examination and witnessing of the legality of important matters concerning the convening and holding of this meeting, the qualifications of attendees, the qualifications of the convener, the proposals discussed, the voting methods, the voting procedures, and the voting results based on the Company Law of the People’s Republic of China (hereinafter referred to as “the Company Law”), Rules on Shareholders’ Meetings of Listed Companies (hereinafter referred to as “the Rules”), Implementation Measures for Network Voting at Shareholders’ Meetings of Listed Companies at Shenzhen Stock Exchange (hereinafter referred to as “the Implementation Measures”), relevant legal regulations and normative documents, as well as the Articles of Association of Guangdong Sanhe Pipe Pile Co., Ltd. (hereinafter referred to as “the Articles”). This legal opinion is issued as follows:
1. The convening and holding procedures of this meeting
This general meeting was convened by the resolution of the 26th meeting of the Company’s third board of directors. The Company published the notice of the Third Extraordinary General Meeting of Shareholders in the “Securities Times,” “China Securities Journal,” “Shanghai Securities News,” “Securities Daily,” and the Giant Tide Information Network on July 11, 2024 (hereinafter referred to as “the Meeting Notice”), which detailed the time, method, record date, attendees, location, agenda items of the meeting, registration matters, and voting methods.
This general meeting adopted a combined voting method of on-site voting and online voting. The on-site meeting was held as scheduled on July 26, 2024, at 14:30 in the conference room on the second floor of the Sanhe Pipe Pile office building, No. 30 Tongxing East Road, Xiaolan Town, Zhongshan City. The online voting time was: (1) through the Shenzhen Stock Exchange trading system until 15:00; (2) the specific time for voting through the Shenzhen Stock Exchange Internet voting system was from 9:15 to 15:00 on July 26, 2024.
The meeting was presided over by Mr. Wei Zeling, the chairman of the company, and the attending shareholders or their entrusted agents reviewed and exercised voting rights on matters listed in the Meeting Notice. The timing, location, and content of the meeting were consistent with those outlined in the notice.
After appropriate verification by the Firm’s Lawyer, the convening and holding procedures of this shareholders’ meeting comply with the requirements of the Company Law, the Rules, and relevant legal regulations and normative documents, as well as the provisions of the Articles.
2. Qualifications of attendees, and qualifications of the convener
1. Attending shareholders
Based on the statistics from the on-site meeting and the network voting results provided by Shenzhen Securities Information Co., Ltd., a total of 81 shareholders and their representatives attended this general meeting, representing 413,380,000 shares, which accounted for 69.3227% of the total shares with voting rights, which is 596,312,640 shares (after excluding the number of shares already repurchased as of the record date, the same below). Among them: there were 8 shareholders and representatives attending the on-site meeting, representing 412,815,000 shares, accounting for 69.2279% of the total shares with voting rights. The online voter participants included 73 shareholders, representing 565,000 shares, which accounted for 0.0947% of the total shares with voting rights.
Of these, 73 attending small and medium shareholders represented 565,000 shares, accounting for 0.0947% of the total voting rights. Among these: 0 small and medium shareholders participated in the on-site voting, representing 0 shares; whereas the 73 small and medium shareholders represented 565,000 shares through online voting, accounting for 0.0947%.
The qualifications of shareholders attending the on-site meeting were verified by the Firm’s lawyers through the shareholding certification, business license copies, and power of attorney documents for corporate shareholders, as well as identification and power of attorney documents for individual shareholders. The identities of shareholders voting through the network voting system were validated by Shenzhen Securities Information Co., Ltd.
2. Other attendees
Other attendees at this shareholders’ meeting included the company’s directors, supervisors, senior executives, and the Firm’s witnessing lawyers.
3. Convener
After verification by the Firm’s Lawyer, the qualifications of all attendees of this shareholders meeting were in compliance with the provisions of the Company Law and the Articles, and their qualifications were legally valid, thus the qualification of the meeting’s convener is also legally valid.
3. Voting procedures and results of this shareholders’ meeting
1. The Firm’s lawyers reviewed and confirmed that the matters actually discussed at this general meeting were consistent with the proposals announced by the board of directors of the Company, without modification of original proposals or introduction of new proposals, in accordance with the relevant provisions of the Company Law, the Rules, and the Articles.
2. The Firm’s lawyers confirmed that the on-site voting of this general meeting adopted a named voting method, where the attending shareholders and their proxies voted on each proposal listed in the meeting notice. This voting method is compliant with the relevant provisions of the Company Law, the Rules, and the Articles.
Shareholders participating in the online voting exercised their voting rights through the Shenzhen Stock Exchange trading system and Internet voting system within the specified voting time, and after the online voting ended, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file for the online voting results.
3. The Firm’s lawyers verified that representatives of shareholders, supervisory representatives, and the Firm’s lawyers collectively participated in the counting and monitoring of votes for matters reviewed in the on-site meeting.
Based on the results of both on-site and online voting, the Company compiled and summarized the voting results. This procedure follows the relevant legal provisions of the Company Law, the Rules, and the Articles.
4. According to the review by the Firm’s lawyers, this shareholders’ meeting approved the following proposals using a combined method of on-site voting and online voting; among them, proposal 1 was approved as an ordinary resolution, proposals 2, 3, and 4 were voted on using cumulative voting, and proposal 3 was counted separately for small and medium shareholders:
Proposal 1: Regarding the appointment of the audit institution for the year 2024
Voting results: Approved 413,225,400 shares, accounting for 99.9626% of the total valid voting rights at this shareholders meeting; Opposed 120,100 shares, accounting for 0.0291%; Abstained 34,500 shares (of which, due to not voting, default abstention was 5,500 shares), accounting for 0.0083% of the total valid voting rights at this shareholders meeting.
Proposal 2: About the election of non-independent directors for the fourth board of directors
2.1 To elect Mr. Wei Zeling as a non-independent director of the fourth board of directors.
Voting results: Approved 412,915,101 shares, accounting for 99.8875% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Wei Zeling was elected as a non-independent director of the fourth board of directors.
Voting results: Approved 412,885,193 shares, accounting for 99.8803% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Wei Zhilin was elected as a non-independent director of the fourth board of directors.
2.3 To elect Mr. Wei Hongwen as a non-independent director of the fourth board of directors
Voting results: Approved 412,885,202 shares, accounting for 99.8803% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Wei Hongwen was elected as a non-independent director of the fourth board of directors.
2.4 To elect Mr. Li Wei as a non-independent director of the fourth board of directors
Voting results: Approved 412,890,223 shares, accounting for 99.8815% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Li Wei was elected as a non-independent director of the fourth board of directors.
2.5 To elect Ms. Wei Qiweng as a non-independent director of the fourth board of directors
Voting results: Approved 412,887,186 shares, accounting for 99.8808% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Ms. Wei Qiweng was elected as a non-independent director of the fourth board of directors.
2.6 To elect Mr. Wen Wei as a non-independent director of the fourth board of directors
Voting results: Approved 412,929,840 shares, accounting for 99.8911% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Wen Wei was elected as a non-independent director of the fourth board of directors.
Proposal 3: Regarding the election of independent directors for the fourth board of directors
3.1 To elect Mr. Zhang Zhenzhi as an independent director of the fourth board of directors
Voting results: Approved 412,891,846 shares, accounting for 99.8819% of the total valid voting rights at this shareholders meeting.
Small and medium shareholders voting results: Approved 76,846 shares, accounting for 13.6011% of the valid voting rights held by small and medium shareholders attending the meeting.
Based on the voting results, Mr. Zhang Zhenzhi was elected as an independent director of the fourth board of directors.
3.2 To elect Mr. Jiang Yuanhai as an independent director of the fourth board of directors
Voting results: Approved 412,929,832 shares, accounting for 99.8911% of the total valid voting rights at this shareholders meeting.
Small and medium shareholders voting results: Approved 114,832 shares, accounting for 20.3242% of the valid voting rights held by small and medium shareholders attending the meeting.
Based on the voting results, Mr. Jiang Yuanhai was elected as an independent director of the fourth board of directors.
3.3 To elect Mr. Liu Tianxiong as an independent director of the fourth board of directors
Voting results: Approved 412,889,833 shares, accounting for 99.8814% of the total valid voting rights at this shareholders meeting.
Small and medium shareholders voting results: Approved 74,833 shares, accounting for 13.2448% of the valid voting rights held by small and medium shareholders attending the meeting.
Based on the voting results, Mr. Liu Tianxiong was elected as an independent director of the fourth board of directors.
Proposal 4: Regarding the election of non-employee representative supervisors for the fourth supervisory committee
4.1 To elect Mr. Pan Yingwen as a non-employee representative supervisor of the fourth supervisory committee
Voting results: Approved 412,894,920 shares, accounting for 99.8827% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Mr. Pan Yingwen was elected as a non-employee representative supervisor of the fourth supervisory committee.
4.2 To elect Ms. Lu Na as a non-employee representative supervisor of the fourth supervisory committee
Voting results: Approved 412,931,850 shares, accounting for 99.8916% of the total valid voting rights at this shareholders meeting.
Based on the voting results, Ms. Lu Na was elected as a non-employee representative supervisor of the fourth supervisory committee.
Based on the foregoing, the Firm’s lawyers believe that the voting at this shareholders meeting was conducted in accordance with the relevant provisions of the Company Law and the Articles, and both the voting procedure and results are legally valid.
4. Conclusion
In summary, the Firm’s lawyers believe that the convening and holding procedures of this shareholders meeting comply with the provisions of the Company Law, Rules on Shareholders’ Meetings of Listed Companies, Implementation Measures for Network Voting at Shareholders’ Meetings of Listed Companies at Shenzhen Stock Exchange, and other relevant laws, regulations, rules, and normative documents, as well as the provisions of the Articles; the qualifications of attendees and the convener, the voting procedures, and results are all legal and valid.
The Firm’s lawyers agree that this legal opinion should be announced together with the resolutions and other materials of this shareholders meeting.
This legal opinion is issued in two original copies.
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[This page has no text; it is the signature and seal page of the legal opinion from Beijing Tongshang Law Firm regarding Guangdong Sanhe Pipe Pile Co., Ltd.’s Third Extraordinary General Meeting of Shareholders in 2024]
Beijing Tongshang Law Firm (Seal)
Managing Lawyer: ___________________
Gao Maoying
Managing Lawyer: ___________________
Gao Yao
Responsible Person: ___________________
Kong Xin
July 26, 2024
China Finance Network
