Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
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Beijing Kangda law firm
About Shanxi Blue Flame Holding Company Limited(000968)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0047 to: Shanxi Blue Flame Holding Company Limited(000968)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanxi Blue Flame Holding Company Limited(000968) (hereinafter referred to as “the company”) and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”).
According to 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Shanxi Blue Flame Holding Company Limited(000968) articles of Association (hereinafter referred to as the “articles of association”) and other regulations expressed legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, the voting procedures and the voting results. The lawyer appointed by the exchange witnessed the shareholders’ meeting by attending the meeting on site.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
The convener and attendees shall verify and witness the qualifications, voting procedures and voting results, and give legal opinions, and shall not express opinions on the completeness, authenticity and accuracy of the proposal content and the facts and data involved in this meeting.
(2) The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure 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 bear corresponding legal liabilities.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the sixth meeting of the seventh board of directors of the company.
According to the notice of Shanxi Blue Flame Holding Company Limited(000968) on convening the first extraordinary general meeting of shareholders in 2022 published on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held at 14:30 p.m. on Thursday, February 17, 2022 at Taiyuan Wanshi Jinghua Hotel (No. 126, Pingyang Road, Xiaodian District, Taiyuan), presided over by Zhai huibing, chairman of the board.
The online voting time of this meeting is February 17, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 09:15-09:25, 09:30-11:30 and 13:00-15:00 on February 17, 2022, The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 p.m. on February 17, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 10 shareholders and shareholders’ agents attended the meeting, representing 606270684 voting shares of the company, accounting for 62.6635% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, there are 4 shareholders and their agents attending the on-site meeting, and 544464140 shares representing the company with voting rights, Accounting for 56.2752% of the total voting shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon of February 14, 2022 (Monday).
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 6 shareholders participated in the online voting of this meeting, and 61806544 shares representing the voting shares of the company, accounting for 6.3883% of the total voting shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, a total of 6 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing a total of 26308773 voting shares of the company, accounting for 2.7192% of the total voting shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other persons attending or attending this meeting as nonvoting delegates include directors, supervisors, senior managers of the company and lawyers of this firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Related shareholders Jinneng holding equipment manufacturing group Co., Ltd., Taiyuan coal gasification (Group) Co., Ltd. and Huayuan dry port Capital Operation Co., Ltd. avoided voting as related parties on this proposal.
The voting result was: 79197348 shares were approved, accounting for 99.9994% of the total voting shares held by shareholders and shareholders’ agents attending the meeting. Oppose 500 shares, accounting for 0.0006% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 26308273 shares agree, accounting for 99.9981% of the total voting shares held by minority investor shareholders attending the meeting; 500 shares opposed, accounting for 0.0019% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority investor shareholders attending the meeting.
To sum up, our lawyers believe that the voting procedures and results of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate and has the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Kangda law firm on the first extraordinary general meeting of shareholders in Shanxi Blue Flame Holding Company Limited(000968) 2022) Beijing Kangda law firm (official seal)
Person in charge: Qiao Jiaping handling lawyer: Liu Peng
Shi Liangqian
specific date
