Guohao law firm (Shanghai)
about
Far East Smarter Energy Co.Ltd(600869)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi'an, Nanjing, Nanning, Jinan, Chongqing, Suzhou, Changsha, Taiyuan, Wuhan, Guiyang, Urumqi, Zhengzhou, Shijiazhuang, Hong Kong, Paris, Madrid, Silicon Valley, Stockholm, 27th floor, Jiadi center, No. 968, Beijing West Road, Shanghai, 200041
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Email: [email protected].
Website: http://www.grandall.com com. cn.
February, 2002
Guohao law firm (Shanghai)
about
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Far East Smarter Energy Co.Ltd(600869)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") has accepted the entrustment of Far East Smarter Energy Co.Ltd(600869) (hereinafter referred to as "the company") to appoint its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") This legal opinion is issued in accordance with the provisions of the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, regulations and normative documents, as well as the Far East Smarter Energy Co.Ltd(600869) articles of Association (hereinafter referred to as the "articles of association").
Part I Introduction
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
This legal opinion is only for the purpose of this shareholders' meeting of the company, and shall not be used for any other purpose by any other person. The exchange agrees to take this legal opinion as the legal document for the announcement of the company's general meeting of shareholders, submit it to Shanghai stock exchange together with other announcement documents of the company for review and announcement, and be responsible for the legal opinions published in this legal opinion.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders' meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the convening, convening procedures, qualification of participants, voting procedures and voting results of the company's general meeting of shareholders:
The second part is the main body
1、 Convening and convening procedures of this general meeting of shareholders
The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 19, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice") was issued in the form of announcement. After verification, the notice specifies the time, place, content and participants of the shareholders' meeting, and explains the registration method of shareholders attending the meeting, the operation process of participating in online voting, contact number and contact name.
This general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 10:00 a.m. on February 8, 2022 at No. 6, Yuandong Avenue, Gaocheng, Yixing, Jiangsu. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification, our lawyers believe that the time, place and other matters of the shareholders' meeting are consistent with those disclosed in the meeting notice; The convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) personnel attending the on-site meeting
1. Shareholders and entrusted agents attending the general meeting of shareholders
The shareholders and shareholders' representatives attending this shareholders' meeting are the company's shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their entrusted agents at the end of the transaction on the afternoon of January 28, 2022, with a total of 6 people, representing 1077599492 shares, accounting for 48.55% of the total shares of the company.
2. Other personnel attending the general meeting of shareholders
In addition to the above-mentioned shareholders and their entrusted agents, the persons attending the general meeting of shareholders also include the directors, supervisors, senior managers and lawyers employed by the company.
(II) shareholders voting Online
A total of 16 shareholders participated in online voting, representing 15400260 shares, accounting for 0.69% of the total shares of the company.
(III) convener and host of the general meeting of shareholders
The convener of this shareholders' meeting is the board of directors of the company, and the moderator is Mr. Jiang Xipei, chairman of the company. The lawyers of the firm have verified that the qualifications of the attendees, convener and moderator of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the proposal of the general meeting of shareholders
(I) on site voting
The shareholders attending the on-site meeting of the general meeting of shareholders voted one by one on the deliberation matters listed in the notice by open ballot. The shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes, and announced the voting results on the spot.
(II) online voting
The company provides online voting platforms to shareholders through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform. The online voting time of this general meeting of shareholders: the specific time of voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 8, 2022; The specific time for voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on February 8, 2022.
(III) voting results
The shareholders' meeting deliberated and voted on the proposals listed in the notice one by one. After the online voting, the vote counter and scrutineer of the general meeting of shareholders combined the voting results of on-site voting and online voting of each proposal. The general meeting of shareholders deliberated and passed the following proposals and formed the resolution of the first extraordinary general meeting of shareholders in Far East Smarter Energy Co.Ltd(600869) 2022:
1. Deliberated and passed the proposal on the election of directors of the company;
2. The proposal on extending the original guarantee and related party transactions for Shanghai Aineng Power Engineering Co., Ltd. was deliberated and adopted.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, the articles of association and the rules of general meeting of shareholders; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The voting procedure of the general meeting of shareholders and the voting results of the general meeting of shareholders are in accordance with the provisions of the laws, regulations and the effective voting rules of the company. (no text below)
Part III signature page
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Far East Smarter Energy Co.Ltd(600869) 2022)
This legal opinion is issued on, 2022, in triplicate, without copies.
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
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Li Qiang, ye Xiaohong
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Liu Fang
