About Guizhou Panjiang Refined Coal Co.Ltd(600395) convening
Legal opinion of the first extraordinary general meeting of shareholders in 2022
[2022] Zhi FA Yi Zi No. 0007 to: Guizhou Panjiang Refined Coal Co.Ltd(600395)
Guizhou Zhiyu law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guizhou Panjiang Refined Coal Co.Ltd(600395) (hereinafter referred to as “the company”), 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”) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies on Shanghai Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Guizhou Panjiang Refined Coal Co.Ltd(600395) (hereinafter referred to as the “articles of association”) and the rules of procedure for Guizhou Panjiang Refined Coal Co.Ltd(600395) general meeting of shareholders (hereinafter referred to as the “rules of procedure”), Witness the legality of holding the first extraordinary general meeting of shareholders in 2022 and issue legal opinions according to law.
The company guarantees that it has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to our lawyers, and all documents and materials provided are true, legal, effective and complete. In accordance with the relevant requirements of the above laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, the legal opinions are as follows:
1、 Convening and convening procedures
The convening and convening of this general meeting of shareholders has been deliberated and approved at the second extraordinary meeting of the sixth board of directors in 2022, and was convened by the board of directors of the company. The relevant proposals on convening this general meeting of shareholders have been deliberated and approved by the board of directors and the board of supervisors of the company, and were published on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on December 2, 2021, December 16, 2021 and January 13, 2022 disclosure. In the aforesaid notice of convening the meeting, the basic information of the meeting, the matters to be considered at the meeting, the matters needing attention in voting at the general meeting of shareholders, the participants of the meeting, the registration method of the meeting and other major meeting matters are listed. The proposals deliberated at this shareholders’ meeting have been fully disclosed according to law.
According to the requirements of the announcement, the on-site meeting was held as scheduled at 14 p.m. on February 11, 2022 in the conference room on the seventh floor of gangouqiao Guizhou Panjiang Refined Coal Co.Ltd(600395) building, Hanlin street, panzhou City, Guizhou Province. The meeting was presided over by Mr. Zhu Jiadao, chairman of the company. Shareholders of the company can participate in online voting through the trading system and Internet voting system of Shanghai Stock Exchange on February 11, 2022. Specifically: 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. The actual time and place of the meeting are consistent with the notice.
Our lawyers believe that the convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and normative documents such as the company law, rules for general meeting of shareholders, detailed rules for the implementation of online voting, and the provisions of the articles of association.
2、 Qualification of attendees and conveners
All shareholders attending this shareholders’ meeting are registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the stock market on February 7, 2022.
A total of 19 shareholders and shareholder agents participated in the on-site voting and online voting of the general meeting of shareholders, representing 1162453572 shares of the company, accounting for 70.2366% of the total voting shares of the company. Upon the inspection of the Secretary of the board of directors and the lawyer, the shareholders and agents on site have valid supporting documents. Shanghai Stock Exchange Information Network Co., Ltd. has authenticated the identity of shareholders voting online in accordance with the relevant provisions of Shanghai Stock Exchange.
The convener of this general meeting of shareholders is the board of directors of the company. Directors, supervisors and Secretary of the board of directors attended the meeting; Senior managers attended the shareholders’ meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the attendees and conveners of the general meeting of shareholders comply with the provisions of laws, regulations, rules of the general meeting of shareholders and the articles of association.
3、 Matters under consideration
The proposals considered at this shareholders’ meeting are:
1. Proposal on formulating the implementation plan for Guizhou Panjiang Refined Coal Co.Ltd(600395) implementing the functions and powers of the board of directors;
2. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) articles of Association;
3. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) rules of procedure of the board of directors;
4. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) rules of procedure of the general meeting of shareholders;
5. Proposal on formulating the Guizhou Panjiang Refined Coal Co.Ltd(600395) “14th five year plan for development”;
6. Proposal on donating 58.14% equity and related assets of Guizhou Panjiang Putian small yellow cattle breeding Co., Ltd;
7. Proposal on electing Mr. Yang Dejin as an additional director of the sixth board of directors of the company; The matters actually considered at this shareholders’ meeting are completely consistent with the matters notified at the shareholders’ meeting, and no shareholders have put forward new proposals.
4、 Voting procedures and results
The shareholders’ meeting deliberated on the proposals listed in the notice, and voted on the deliberated matters one by one by combining on-site voting and online voting. At the general meeting of shareholders, the elected representatives of shareholders and supervisors shall count the votes on the spot, and the lawyers of the exchange shall check the voting results. Shanghai Stock Exchange Information Network Co., Ltd. provided the online voting results of the general meeting of shareholders.
After the online voting of the general meeting of shareholders, as entrusted by the company, SSE Information Network Co., Ltd. consolidated and counted the on-site voting and online voting results of the matters under consideration. According to the final statistical results, the voting results of the proposals submitted to the general meeting of shareholders for deliberation are as follows:
1. Proposal on formulating the implementation plan for Guizhou Panjiang Refined Coal Co.Ltd(600395) implementing the functions and powers of the board of directors; 1161233577 shares were approved, accounting for 99.8950% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0754% of the total voting shares attending the meeting; 342700 shares were abstained, accounting for 0.0296% of the total voting shares attending the meeting.
2. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) articles of Association; 1161576277 shares were approved, accounting for 99.9245% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0755% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
3. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) rules of procedure of the board of directors; 1161576277 shares were approved, accounting for 99.9245% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0755% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
4. Proposal on Amending the Guizhou Panjiang Refined Coal Co.Ltd(600395) rules of procedure of the general meeting of shareholders; 1161576277 shares were approved, accounting for 99.9245% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0755% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
5. Proposal on formulating the Guizhou Panjiang Refined Coal Co.Ltd(600395) “14th five year plan for development”; 1161576277 shares were approved, accounting for 99.9245% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0755% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
6. Proposal on donating 58.14% equity and related assets of Guizhou Panjiang Putian small yellow cattle breeding Co., Ltd; 1161576277 shares were approved, accounting for 99.9245% of the total voting shares attending the meeting; Against 877295 shares, accounting for 0.0755% of the total voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares attending the meeting.
7. Proposal on adding directors to the sixth board of directors of the company; The candidate for director, Mr. Yang Dejin, obtained 1160316777 votes, accounting for 99.8161% of the valid voting rights at the meeting.
All the proposals reviewed were approved by more than half of the total number of voting shares legally present at the meeting, of which 1 to 4 proposals were approved by more than two-thirds of the total number of voting shares legally present at the meeting. The cumulative voting system shall be adopted for the seventh proposal. The first to seventh proposals considered at the shareholders’ meeting counted the votes of small and medium-sized investors holding less than 5%.
Our lawyers believe that the voting process, exercise of voting rights, counting procedures and voting results of the on-site meeting and online voting of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting, the articles of Association and the rules of procedure.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Guizhou Panjiang Refined Coal Co.Ltd(600395) 2022 comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for general meeting of shareholders, the detailed rules for the implementation of online voting and the provisions of the articles of association of the company; The qualification of attending the meeting and the convener of the meeting is legal and valid; The voting procedures and results of the general meeting of shareholders are legal and valid.
There is no text on this page, which is the signature page of Guizhou Zhiyu law firm’s legal opinion on the first extraordinary general meeting of shareholders in Guizhou Panjiang Refined Coal Co.Ltd(600395) 2022.
Guizhou Zhiyu law firm
Lawyer: Li Jian
Jian Wang
February 11, 2022
