Beijing Guantao Zhongmao (Fuzhou) law firm
Guantao Law Firm
Address: 46 / F, Fusheng Qianlong square, No. 70, Zhenwu Road, Jiangbin West Avenue, Taijiang District, Fuzhou City, Fujian Province Postal Code: 350004 Tel: 0591-87311996 Fax: 87310995 about Fujian Mindong Electric Power Limited Company(000993)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Case No.: fz2022c10080-1 to: Fujian Mindong Electric Power Limited Company(000993)
Beijing Guantao Zhongmao (Fuzhou) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Fujian Fujian Mindong Electric Power Limited Company(000993) Co., Ltd. (hereinafter referred to as "the company") to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), This legal opinion is issued in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the Fujian Mindong Electric Power Limited Company(000993) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company's general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On January 27, 2022, the company published in China Securities Journal, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice of Fujian Mindong Electric Power Limited Company(000993) on convening the first extraordinary general meeting of shareholders in 2022 is published on the website, announcing the time, place, deliberation items, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held on February 16, 2022 at the 3rd floor of Building 1, Dongsheng Taili Park, No. 68, Jiaocheng South Road, Jiaocheng District, Ningde City, Fujian Province. 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 16, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is 9:15-15:00 on February 16, 2022. After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
After verification, 11 shareholders and shareholders' agents attended the general meeting, representing 269719155 voting shares, accounting for 58.8969% of the total voting shares of the company, including:
(1) Shareholders and their agents attending the on-site meeting
According to the signatures, power of attorney, shareholder account card and other materials of shareholders and shareholder agents attending the meeting, there are 2 Shareholders and shareholder agents attending the on-site meeting of the general meeting, representing 269682955 shares with voting rights, accounting for 58.8890% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders voted effectively through the online voting system, representing 36200 voting shares, accounting for 0.0079% of the total voting shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 9 small and medium-sized investor shareholders participated in the meeting through the site and network, representing 36200 voting shares, accounting for 0.0079% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders' meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the attendees of the company's general meeting of shareholders are legal and valid.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals considered by the company's general meeting of shareholders fall within the scope of powers of the company's general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following resolutions by means of on-site voting and online voting:
1. The proposal on using idle self owned funds for cash management was deliberated and passed. Voting results: total voting: 269709555 shares were approved, accounting for 99.9964% of the voting shares held by all shareholders attending the meeting; 9400 opposed shares, accounting for 0.0035% of the voting shares held by all shareholders attending the meeting; Abstain 200 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 26600 shares were approved, accounting for 73.4807% of the voting shares held by all minority shareholders attending the meeting; 9400 opposed shares, accounting for 25.9669% of the voting shares held by all minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.5525% of the voting shares held by all minority shareholders attending the meeting.
2. The proposal on the election of directors of the 8th board of directors of the company was deliberated and adopted, and the voting results are as follows:
2.1. Candidate: proposal to elect Mr. Guo Jiaxiang as a director of the 8th board of directors of the company
Total voting: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 2.2. Candidate: General voting on the proposal to elect Mr. Xu Guangting as a director of the eighth board of directors of the company: 269682957 shares agreed. Voting of minority shareholders: 2 shares agreed. 2.3. Candidate: General voting on the proposal to elect Mr. Ye Hong as a director of the eighth board of directors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 2.4. Candidate: General voting on the proposal to elect Ms. Chen Lifang as a director of the eighth board of directors of the company: 269682956 shares agreed. Voting of minority shareholders: agree to 1 share. 2.5. Candidate: General voting on the proposal to elect Mr. Chen Qiang as a director of the eighth board of directors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 2.6. Candidate: General voting on the proposal to elect Mr. Wang Hui as a director of the eighth board of directors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 3. The proposal on the election of independent directors of the eighth board of directors of the company was deliberated and adopted, and the voting result was: 3.1 Candidate: proposal to elect Mr. Liu Ning as an independent director of the eighth board of directors of the company
Total voting: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 3.2. Candidate: General voting on the proposal to elect Mr. Zheng Shouguang as an independent director of the eighth board of directors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 3.3. Candidate: General voting on the proposal to elect Mr. Wen buying as an independent director of the eighth board of directors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 4. The proposal on the election of supervisors of the eighth board of supervisors of the company was deliberated and adopted, and the voting result was: 4.1 Candidate: General voting on the proposal to elect Mr. Huang Zurong as a supervisor of the eighth board of supervisors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed. 4.2. Candidate: total voting on the proposal to elect Ms. Zhang Na as a supervisor of the eighth board of supervisors of the company: 269682957 shares agreed. Voting of minority shareholders: 2 shares agreed. 4.3. Candidate: General voting on the proposal to elect Mr. Zheng Xifu as a supervisor of the eighth board of supervisors of the company: 269682955 shares agreed. Voting of minority shareholders: 0 shares agreed.
After examination, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company's first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders' meeting are legal and valid.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guantao Zhongmao (Fuzhou) law firm on the first extraordinary general meeting of shareholders in Fujian Mindong Electric Power Limited Company(000993) 2022)
Handling lawyer of Beijing Guantao Zhongmao (Fuzhou) law firm: Sun Wenfeng
Person in charge: Wang He handling lawyer: LAN Tianwei
February 16, 2022
