Beijing Guofeng law firm
About Guanghui Energy Co.Ltd(600256)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0046
To: Guanghui Energy Co.Ltd(600256) (your company)
In accordance with the company law of the people’s Republic of China, 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”) issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “practice measures”) and the articles of association of your company (hereinafter referred to as the “articles of association”), we appoint lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the “meeting”) and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After inspection, the meeting was decided to be held by the 15th meeting of the 8th board of directors of your company and convened by the board of directors. On January 25, 2022, the board of directors of your company made a statement on the website of Shanghai Securities Journal, securities times, China Securities Journal and Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The notice of Guanghui Energy Co.Ltd(600256) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the on-site meeting of the meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, list the deliberation matters of this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled in the conference room of your company on February 11, 2022, presided over by Mr. Han Shifa, chairman of your company. The specific time for online voting through the trading system of Shanghai Stock Exchange at this meeting is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 11, 2022; The specific time for voting through the Internet system of Shanghai Stock Exchange is any time from 9:15 a.m. to 15:00 p.m. on February 11, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which complies with laws and regulations, normative documents and the company seal
According to the signatures of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by SSE Information Network Co., Ltd., and the register of shareholders as of the equity registration date of the meeting, which have been verified and confirmed by your company and our lawyers, A total of 54 shareholders (shareholders’ proxies) voted on site and online at this meeting, representing 3043872786 shares, accounting for 46.7156% of the total voting shares of your company. In addition to the shareholders (shareholders’ agents) of your company, the directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualifications of the above shareholders participating in online voting have been certified by the trading system and Internet voting system of Shanghai Stock Exchange.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company’s announced meeting notice. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. Investment framework and financing plan for Guanghui Energy Co.Ltd(600256) 2022;
Voting results: 3043703586 shares were approved, accounting for 99.9944% of the total number of valid voting shares attending the meeting; 169200 opposition shares, accounting for 0.0056% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
2. Guanghui Energy Co.Ltd(600256) 2022 external guarantee plan;
Voting results: 2876415619 shares were approved, accounting for 94.4985% of the total number of valid voting shares attending the meeting; Against 167457167 shares, accounting for 5.5015% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
3. Forecast of daily connected transactions in Guanghui Energy Co.Ltd(600256) 2022;
Voting results: 480875397 shares were approved, accounting for 99.9559% of the total number of valid voting shares attending the meeting; Against 212200 shares, accounting for 0.0441% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting, of which: affiliated shareholders Xinjiang Guanghui industrial investment (Group) Co., Ltd. and Yan Jun avoided voting.
4. Guanghui Energy Co.Ltd(600256) proposal on replacing independent directors of the company;
Voting results: 3042770215 shares were approved, accounting for 99.9638% of the total number of valid voting shares attending the meeting; 256571 opposition shares, accounting for 0.0084% of the total number of valid voting shares attending the meeting; 846000 shares abstained, accounting for 0.0278% of the total number of valid voting shares attending the meeting.
Lawyers of the firm, shareholders’ representatives elected on site and supervisors’ representatives are jointly responsible for counting and supervising votes. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, your company will count the votes of small and medium-sized investors on the above proposal separately and disclose the voting results separately.
After verification, the above proposals were passed by more than half of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the first extraordinary general meeting of shareholders in Guanghui Energy Co.Ltd(600256) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
the sun
Jiang Li
February 11, 2022
