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Tianjin Binhai Energy & Development Co.Ltd(000695) legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Tianjin Binhai Energy & Development Co.Ltd(000695) :
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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), Tianjin TEDA law firm (hereinafter referred to as the “firm”) accepts the entrustment of Tianjin Binhai Energy & Development Co.Ltd(000695) (hereinafter referred to as the “company”) to appoint Yang Xinjing Lawyer sun Qing (hereinafter referred to as “the lawyer”) attended the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on February 9, 2022 and expressed legal opinions on the convening and convening procedures, the qualifications of attendees, voting procedures, voting results and other matters of the general meeting of shareholders of the company.
In accordance with the provisions of article 173 of the securities law and Article 5 of the rules of the shareholders’ meeting, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyer conducted necessary verification and verification of the relevant documents and facts provided by the company and attended the shareholders’ meeting. The legal opinions are as follows: I. convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting.
1. In order to convene this general meeting of shareholders, the board of directors of the company published the notice of Tianjin Binhai Energy & Development Co.Ltd(000695) on convening the second extraordinary general meeting of shareholders in 2022 in the securities times, China Securities Journal and cninfo on January 20, 2022, and issued the notice of the meeting in the form of announcement within the legal period. The notice shall remind all shareholders of the time, voting method, deliberation matters and other basic information of the meeting, and
A voting platform.
2. At 14:30 p.m. on February 9, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in the conference room on the third floor of the company (address: the conference room on the third floor of Tianjin Tianjin Binhai Energy & Development Co.Ltd(000695) Development Co., Ltd., No. 19, Changshi Road, Nankai District, Tianjin) under the chairmanship of Mr. Zhang Yunfeng, chairman of the company. 3. The online voting of this meeting is conducted through the online voting platform provided by the trading system and Internet voting system of Shenzhen Stock Exchange. The time of online voting through the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 9, 2022; The time of online voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on February 9, 2022. The start time and end time of online voting are consistent with the time announced by the company. 4. The meeting completed the consideration of the matters listed in the notice. 2、 Qualification of attendees of the general meeting of shareholders 1 Shareholders attending the on-site meeting and their entrusted agents
After verification, there were 3 shareholders and their entrusted agents attending the on-site meeting of the meeting, holding 70074216 voting shares of the company, accounting for 31.5440% of the total shares of the company.
Upon inspection, the shareholders attending the on-site meeting are all the shareholders of the company registered as of January 27, 2022 (the company’s equity registration date), which is consistent with the record in the register of shareholders queried in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd; The power of attorney held by the shareholder’s entrusted agent is legal and valid. Accordingly, the qualifications of the above shareholders and their entrusted agents attending the on-site meeting are legal and valid. 2. Shareholders participating in online voting and their entrusted agents
The voting time of the company’s shareholders through the Internet trading system is 3600.00, which accounts for 2.00% of the total voting time of the company’s shareholders through the Internet trading system.
3. Directors of the board of directors, supervisors of the board of supervisors and senior managers of the company attended the meeting.
3、 Voting procedures of the general meeting of shareholders
The voting procedures and results of the proposals considered at this meeting are as follows: 1 The shareholders and their proxies attending the on-site meeting voted on the proposal by open ballot, and the company monitored, checked and counted the votes in accordance with relevant regulations. After the online voting, the voting results of on-site voting and online voting of the proposal were combined and counted. 2. After verification: (1) the shareholders’ meeting deliberated on the announced proposal for by election of non independent directors of the 10th board of directors of the company, and voted on each non independent director one by one in the form of cumulative voting system to elect Jia Yunshan, Li Qinghua, Yuan Xixian and Zhang Jianguo, The voting results are as follows: ① Jia Yunshan: 70091917 agreed shares, accounting for 99.9739% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares): 17701 agreed shares, accounting for 49.1694% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the meeting.
② Li Qinghua: 70094217 shares were approved, accounting for 99.9772% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares): 20001 shares were approved, accounting for 55.5583% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the meeting.
③ Yuan Xixian: 70094217 agreed shares, accounting for 99.9772% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares): 20001 shares were approved, accounting for 55.5583% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the meeting.
④ Zhang Jianguo: 70094217 shares were approved, accounting for 99.9772% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares): 20001 shares were approved, accounting for 55.5583% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the meeting.
(2) The shareholders’ meeting deliberated on the announced proposal to elect Mr. consolidated as the supervisor of the 10th board of supervisors of the company, voted in a non cumulative voting system, and elected Mr. consolidated as the supervisor of the 10th board of supervisors of the company. The voting results are as follows:
70087216 consenting shares, accounting for 99.9672% of the total number of valid voting shares attending the general meeting of shareholders; 23000 opposed shares, accounting for 0.0328% of the total number of valid voting shares attending the general meeting of shareholders; 0 abstention shares (including 0 default abstention shares due to non voting), accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares): 13000 agreed shares, accounting for 36.1111% of the total voting shares held by small and medium-sized shareholders (including online voting) attending the meeting; 23000 opposed shares, accounting for 63.8889% of the total voting shares held by minority shareholders (including online voting) attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0% of the total voting shares held by minority shareholders (including online voting) attending the meeting. According to the verification of the above statistical results, the proposals considered at this meeting have been approved by more than half of the voting rights held by shareholders and shareholders’ agents, and all the proposals have been passed. Shareholders attending the meeting and their proxies did not raise objections to the voting results.
The Secretary of the board of directors of the company made a record of the process of the shareholders’ meeting, which was signed and filed by the directors attending the meeting and the Secretary of the board of directors. 4、 Proposal of new motion
Witnessed by this lawyer, the shareholder and the authorized proxy of the shareholder did not put forward any proposal not listed in the notice of the meeting at the shareholders’ meeting. 5、 Conclusion
The lawyer believes that the convening and convening procedures, the qualifications of the participants and conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, and are legal and effective; The resolutions adopted at this shareholders’ meeting are legal and valid.
The exchange agrees to take this legal opinion as the announcement document of the general meeting of shareholders and announce it in accordance with relevant regulations with the resolution of the general meeting of shareholders of the company.
This legal opinion is made in triplicate.
(this page is for signature)
Tianjin TEDA law firm
Person in charge: Ren Gang
Handling lawyer: Yang Xinjing
Handling lawyer: Sun Qing
February 9, 2002
