Henan Asia Pacific Law Firm
Legal opinion on Henan Shenhuo Coal&Power Co.Ltd(000933) the first extraordinary general meeting of shareholders in 2022
Ya FA Zi (2022) No. 0211
February 11, 2022
Henan Asia Pacific Law Firm
Legal opinion on Henan Shenhuo Coal&Power Co.Ltd(000933) the first extraordinary general meeting of shareholders in 2022
To: Henan Shenhuo Coal&Power Co.Ltd(000933)
In accordance with the provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the company law) and the rules for the general meeting of shareholders of listed companies, Henan Asia Pacific Law Firm (hereinafter referred to as the “firm”) has appointed Lu Honggui Lawyer Yang Xuelin (hereinafter referred to as “our lawyer”) witnessed the convening and convening of the first extraordinary general meeting of shareholders in 2022. Before and during the meeting, our lawyers verified the legitimacy of important matters such as the qualifications of the participants, the convening and convening procedures of the meeting, and the voting procedures of the meeting, and issued the following legal opinions on the relevant matters of the company’s general meeting of shareholders in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening and convening procedures of the general meeting of shareholders
The general meeting of shareholders was decided by the board of directors of the company. On January 27, 2022, the board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 in the form of announcement on the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo, The shareholders’ meeting was held at 14:50 on February 11, 2022 in the conference room on the fourth floor of the company headquarters in Yongcheng City, Henan Province. The time and place of the meeting are consistent with the notice. The meeting is held more than 15 days apart from the notice. The convening and convening procedures of the shareholders’ meeting comply with the laws, regulations and the articles of association.
2、 Personnel and qualifications attending the shareholders’ meeting
(1) Overall attendance at the meeting
A total of 74 shareholders and shareholders’ agents attended the meeting, holding or representing 803688877 shares of the company, accounting for 35.7038% of the total voting shares of the company.
(2) Shareholders attending on-site meetings and voting through the Internet
Four shareholders and their proxies attended the shareholders’ meeting on site, representing 544373594 shares, accounting for 24.1838% of the total voting shares of the company; 70 shareholders and shareholder agents voted online, representing 259315283 shares, accounting for 11.5201% of the total voting shares of the company.
Some directors, supervisors and senior managers of the company attended the meeting.
After on-site verification, the qualification of the above shareholders attending the on-site meeting of the general meeting of shareholders meets the provisions of the company law and the articles of association.
3、 Proposals considered at the general meeting of shareholders
On January 27, 2022, the board of directors of the company published the notice of Henan Shenhuo Coal&Power Co.Ltd(000933) board of directors on convening the first extraordinary general meeting of shareholders in 2022 in China Securities News, Securities Daily, securities times, Shanghai Securities News and cninfo, and announced the deliberation proposal of the general meeting of shareholders.
4、 Deliberation and voting of proposals
The shareholders’ meeting considered and voted on the following two proposals by combining on-site voting and online voting. The specific voting results are as follows:
(I) proposal on providing loan guarantee to Guangxi Longzhou Xinxiang ecological Aluminum Co., Ltd. according to the shareholding ratio
Project agreed against waiver
Number of on-site voting shares (shares) 544373594 0
Number of online voting shares (shares) 258633945 681338 0
Total 803007539 681338 0
Proportion in the total number of voting shares attending the meeting (%) 99.9152 0.0848 0.0000
Among them, the voting of minority shareholders attending the meeting (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is as follows:
Project agreed against waiver
Number of shares attended (shares) 258778892 681338 0
99.7374 0.2626 0.0000 of valid voting shares held by minority shareholders attending the meeting
Total number of copies (%)
This proposal is a special proposal. The number of shares approved by voting exceeds two-thirds of the total number of voting shares at the shareholders’ meeting, so it has been adopted by the shareholders’ meeting.
(II) proposal on absorbing and merging wholly-owned subsidiaries
1. Proposal on absorbing and merging Xinjiang Shenhuo Resources Investment Co., Ltd., a wholly-owned subsidiary
Project agreed against waiver
Number of on-site voting shares (shares) 544373594 0
Number of online voting shares (shares) 259306883 8400
Total 803680477 8400 0
Proportion in the total number of voting shares attending the meeting (%) 99.9990 0.0010 0 0.0000
Among them, the voting of minority shareholders attending the meeting (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is as follows:
Project agreed against waiver
Number of shares attended (shares) 259451830 8400
99.9968 0.0032 0.0000 of valid voting shares held by minority shareholders attending the meeting
Total number of copies (%)
This proposal is a special proposal. The number of shares approved by voting exceeds two-thirds of the total number of voting shares at the shareholders’ meeting, so it has been adopted by the shareholders’ meeting.
2. Proposal on absorbing and merging the wholly-owned subsidiary Xuchang Shenhuo Mining Group Co., Ltd
Project agreed against waiver
Number of on-site voting shares (shares) 544373594 0
Number of online voting shares (shares) 259306883 8400
Total 803680477 8400 0
Proportion in the total number of voting shares attending the meeting (%) 99.9990 0.0010 0 0.0000
Among them, the voting of minority shareholders attending the meeting (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is as follows:
Project agreed against waiver
Number of shares attended (shares) 259451830 8400
99.9968 0.0032 0.0000 of valid voting shares held by minority shareholders attending the meeting
Total number of copies (%)
This proposal is a special proposal. The number of shares approved by voting exceeds two-thirds of the total number of voting shares at the shareholders’ meeting, so it has been adopted by the shareholders’ meeting.
3. Proposal on absorbing and merging Zhengzhou Shenhuo Mining Investment Co., Ltd., a wholly-owned subsidiary
Project agreed against waiver
Number of on-site voting shares (shares) 544373594 0
Number of online voting shares (shares) 259306883 8400
Total 803680477 8400 0
Proportion in the total number of voting shares attending the meeting (%) 99.9990 0.0010 0 0.0000
Among them, the voting of minority shareholders attending the meeting (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is as follows:
Project agreed against waiver
Number of shares attended (shares) 259451830 8400
99.9968 0.0032 0.0000 of valid voting shares held by minority shareholders attending the meeting
Total number of copies (%)
This proposal is a special proposal. The number of shares approved by voting exceeds two-thirds of the total number of voting shares at the shareholders’ meeting, so it has been adopted by the shareholders’ meeting.
The matters deliberated at this shareholders’ meeting are consistent with those listed in the announcement, and there is no case of deliberating and voting on matters not listed in the announcement of convening this shareholders’ meeting.
5、 Voting methods and procedures of this meeting
In accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies and the articles of association, the meeting adopts two voting methods: on-site open voting and online voting.
1. The shareholders attending the on-site meeting voted one by one on the matters listed in the announcement by means of open written voting.
2. There are two ways of online voting in this meeting: one is voting in the stock trading system; The second is the Internet voting system. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 11, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 11, 2022. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of online voting rights and voting results of the meeting.
3. After the online voting, the vote counter and scrutineer of the on-site meeting jointly counted and published the voting results of the on-site meeting voting and online voting.
Our lawyers believe that the voting procedures and voting methods of this meeting comply with the relevant provisions of the company law and the articles of association, and the voting results are legal and valid.
6、 Concluding observations
Our lawyers believe that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 are legal, the qualifications of the convener and the shareholders or agents attending the general meeting, the voting procedures and voting results of the general meeting are legal and effective, and comply with the provisions of relevant laws, regulations, rules and the articles of association.
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