Guoxin Xinyang law firm Goldsun & xinyanglawirm, 13th floor, building Industrial Bank Co.Ltd(601166) No. 101 Tianhe Road, Guangzhou, Guangdong Province. Postcode: 510620floor13th, industrialbankbuilding, no.101tianhelu, Guangzhou 510620, Guangdong Province, people's Republic of China Tel: (8620): 38219668 Fax: (8620): 38219766
Guoxin Xinyang law firm
About Guangdong Electric Power Development Co.Ltd(000539) the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Guangdong Electric Power Development Co.Ltd(000539)
Guoxin Xinyang law firm (hereinafter referred to as "the firm") is entrusted by Guangdong Electric Power Development Co.Ltd(000539) (hereinafter referred to as "the company"), Lawyer Gao Yanping and lawyer Peng Mingyang (hereinafter referred to as the "handling lawyer") were appointed to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") held at 14:30 p.m. on February 22, 2022 in the meeting room on the 33rd floor, south tower, Yuedian Plaza, No. 2 Tianhe East Road, Guangzhou.
In accordance with the provisions of 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 (hereinafter referred to as the "rules") and the articles of association, the exchange and its handling lawyers have made comments on the qualifications of the convener, the convening and convening procedures, the qualifications of the participants, the submission of temporary proposals This legal opinion is issued after reviewing and witnessing the voting procedures and voting results of the general meeting of shareholders.
The exchange and the handling lawyer agree to announce this legal opinion as a necessary document of the company's general meeting of shareholders.
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, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. The legal opinions issued by the office and the handling lawyer are as follows:
1、 The convener's qualifications, convening and convening procedures of this general meeting of shareholders
The shareholders' meeting was convened by the 10th board of directors of the company. In order to hold this general meeting of shareholders, the first communication meeting of the 10th board of directors in 2022 was held on January 20, 2022. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted, and was published in China Securities Journal, securities times, Hong Kong business daily and cninfo (www.cn. Info. Com. CN) on January 22, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 was published on the. According to the above notice, the shareholders' meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the convener, time and method of the meeting, equity registration date, participants, meeting place, deliberation proposal, registration method, specific process of participating in online voting, etc.
The on-site meeting of the general meeting of shareholders was held as scheduled in the company's conference room at 14:30 p.m. on February 22, 2022. The meeting was presided over by Mr. Zheng Yunpeng, vice chairman and general manager.
The online voting of this general meeting of shareholders is implemented through the trading system of Shenzhen Stock Exchange, and will be held from 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 22, 2022; The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 on February 22, 2022 to 15:00 on February 22, 2022. The shareholders' meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and content of the shareholders' meeting are consistent with those in the notice. After verification, the qualification of the convener of this general meeting of shareholders is legal and effective, and the convening and convening procedures comply with the relevant provisions of the company law, the rules and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
A total of [58] shareholders and shareholders' agents attended the general meeting, representing [3819662127] shares, accounting for [72.7515]% of the total share capital of the company. Among them, there are [8] shareholders and shareholders' agents attending the general meeting, representing [3755990106] shares; A total of [50] shareholders attended the shareholders' meeting through online voting, representing [63672021] shares. After verification, the qualifications of the above shareholders and agents are legal and valid.
Some directors, supervisors, Secretary of the board of directors, other senior managers of some companies and lawyers hired by the company also attended the shareholders' meeting as nonvoting delegates.
3、 Submission of interim proposals
No interim proposal was proposed at the shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts a combination of on-site open voting and online voting. Shareholders attending the on-site meeting and shareholders participating in online voting will vote on the proposals listed in the deliberation of the general meeting of shareholders respectively.
After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of online voting. The company consolidated the statistics of on-site voting and online voting. Lawyers, shareholder representatives and supervisor representatives jointly counted and monitored the votes, and announced the voting results on the spot.
(II) voting results of the general meeting of shareholders
The extraordinary general meeting of shareholders voted on the following three proposals by on-site open ballot and online voting: 1 Deliberating the proposal on the daily connected transactions between the company and Guangdong Energy Group Co., Ltd. in 2022; 2. Review the proposal on signing the financial service framework agreement between the company and Guangdong Energy Group Finance Co., Ltd;
3. Review the proposal on signing the financial leasing cooperation framework agreement between the company and Guangdong energy Financial Leasing Co., Ltd;
After verification, the voting methods and procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies and the articles of association. Related shareholders avoid voting on related transactions, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, the firm and the handling lawyer believe that the qualifications of the convener, the convening and convening procedures, the qualifications of the personnel attending the general meeting and the voting procedures of the general meeting are in line with the provisions of laws, regulations and the articles of association, and the voting results and the resolutions adopted by the general meeting are legal and effective.
This legal opinion is made in two originals and two copies. The original and copy have the same legal effect.
(there is no text on this page, which is the signature page of the legal opinion of Guoxin Xinyang law firm on the first extraordinary general meeting of shareholders in Guangdong Electric Power Development Co.Ltd(000539) 2022.) Principal of Guoxin Xinyang law firm:
Lawyer Lin Taisong
Handling lawyer:
Lawyer Gao Yanping lawyer Peng Mingyang date: February 22, 2022
