Beijing Jiayuan law firm on China glass Limited by Share Ltd in 2010 first provisional shareholders meeting legal opinions
Jiayuan (10) -04-002
To: China Fiberglass Limited by Share Ltd
By Chinese glass Limited by Share Ltd (hereinafter referred to as the "company") of the Commission, Beijing Jiayuan law firm (hereinafter referred to as "the") appoint lawyers attended the company in 2010 first extraordinary general meeting (hereinafter referred to as "the general meeting of shareholders"), and according to the "People's Republic of China company law" and "rules" of shareholders of listed companies and the "constitution" Chinese glass Limited by Share Ltd (hereinafter referred to as the "articles of association" ") issued legal opinions as follows the provisions of the shareholders' meeting convened to attend the meeting and meeting procedures, personnel qualifications, voting procedures of the meeting and other matters:
I. convening and convening procedures of the shareholders' meeting
The shareholders' meeting was convened by the board of directors of the company on December 31, 2009
Daily "," Shanghai Securities News "," Securities Daily ", the website of Shanghai Stock Exchange (
www.sse.com.cn) and cninfo website (
www.cninfo.com.cn), in the form of announcement published a notice of the general meeting of shareholders (hereinafter referred to as the" notice "meeting"). The meeting notice specifies the time and place of the meeting, the motions to be considered, the participants, the registration methods, the time and place of registration, and other matters related to the meeting.
The general meeting on January 19, 2010 at 15:30 p.m. in Beijing, Haidian District, West Third Ring Road, 10 meeting room convened as scheduled. The meeting was presided over by Mr. Cao Jianglin, President of the company.
Through the examination by the lawyers of this institute, the convening and convening procedures of the shareholders' meeting are in conformity with the provisions of the laws, administrative regulations, normative documents and the articles of association. China Fiberglass 2010 first provisional shareholders' meeting second pages of legal advice, a total of 3 pages
Two, to attend the shareholders' meeting of the qualifications, the shareholders' meeting of the equity registration date for January 14, 2010. Upon examination by the lawyers of this institute, the shareholders attending or entrusting the agent to attend the shareholders' meeting are 3, holding 240783248 shares of the company, accounting for 56.34% of the total shares of the company on the date of registration.
The personnel attending the shareholders' meeting are the directors, supervisors, senior managers and lawyers of the company.
By the inspection of the law, people who attend the meeting have the right or have access to a valid authorization to attend the general meeting of shareholders, whose qualifications meet the laws and administrative regulations, normative documents and the "articles of association" provisions.
{$page$} three, the voting procedure of the shareholders' meeting brought the motion considered by the shareholders' meeting as:
(1) the motion on the acquisition of 43% equity interest and related party transactions of boulder group Chengdu Co., Ltd., a subsidiary of boulder Group Co., ltd.;
(2) the motion on the guarantee of loans to the Bank of China for the holding subsidiary, Boulder group limited;
(3) the motion on the loan provided by China Merchants Bank and Pudong Development Bank Ltd. for the Holding Group Co., Ltd., Stonehenge Group Co., Ltd. for Boulder group Jiujiang Co., ltd.;
(4) the motion on the loan of the loan of the Huaxia Bank, the Bank of Bohai and the rural credit cooperative of Chengdu, a subsidiary of boulder group Chengdu Co., Ltd., on the holding subsidiary;
(5) the motion on the guarantee for the loan of the Bank of China for the large scaled Stone Electronic Group Co., Ltd., a subsidiary of boulder Holding Co., ltd..
The bill consistent deliberation of the general meeting of shareholders of the motion and the "conference notice", the general meeting of shareholders "meeting notice" on matters not stated in the vote, did not appear to modify the original motion and motion of the new situation.
The vote on the bill, shareholders or the agent in writing the secret ballot vote, and elected representatives of shareholders and supervisors on behalf of the scrutineer, counting, counting after the voting results announced on the spot, the consideration of the motion were obtained by legal. Among them
(1) motion constitutes a connected transaction, Zhenshi Group Holdings Limited related shareholders abstained from voting.
The lawyers at the company believe that the voting procedures and voting results of the shareholders' meeting are in conformity with the provisions of the laws, administrative regulations, normative documents and the articles of association.
Four, conclusion Chinese glass first provisional shareholders' meeting in 2010 Third legal opinions page 3 in summary, the lawyers believe that the relevant provisions of the shareholders' meeting convened and held the program in accordance with laws and administrative regulations and the "articles of association", to attend the shareholders' qualification is valid, the shareholders the conference voting procedures and voting results valid.
The company agrees that the company shall, in accordance with the relevant provisions, submit the legal advice as a statutory document for the announcement of the shareholders' meeting, and submit it to the relevant stock exchange for examination and approval in accordance with other announcement documents. In addition, this legal opinion shall not be used by any other person for any other purpose without the consent of this institute.
Beijing Jiayuan Law Firm lawyer witness:
Yan Guozhe, two, January 19th
