Guohao law firm (Shanghai)
about
Pengxin International Mining Co.Ltd(600490) the first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 5234 1668 Fax: (+ 86) (21) 5243 3320
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Shanghai)
About Pengxin International Mining Co.Ltd(600490)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
To: Pengxin International Mining Co.Ltd(600490)
As a law firm qualified to engage in legal business in China, Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Pengxin International Mining Co.Ltd(600490) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) In accordance with the provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents of the China Securities Regulatory Commission, we will appoint our lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the “general meeting of shareholders”), and discuss the convening, convening and voting procedures of the general meeting of shareholders This legal opinion is issued for voting results and other matters.
Matters to be declared by lawyers
The lawyer of our firm gives legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) our lawyers express legal opinions on matters related to the convening of the general meeting of shareholders of the company in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and relevant facts that have occurred or exist before the date of issuance of this legal opinion.
(II) our lawyers have strictly performed their statutory duties, and have fully verified the facts and legal issues involved in the convening, convening procedures, voting procedures, voting results and other matters of the company’s general meeting of shareholders in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, so as to ensure that the facts identified in this legal opinion are true, accurate It is complete, and the issued concluding opinions are legal and accurate, without false records, misleading statements and major omissions.
(III) our lawyers agree to announce this legal opinion together with other information disclosure materials of the company’s general meeting of shareholders, and are willing to bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) the company assures the lawyers of the firm that they have provided the true, complete, accurate and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, and there is no falsehood, omission or concealment; The signatures and seals on the documents submitted to the exchange are true, and all copies and copies are consistent with the original.
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.
(VI) this legal opinion only expresses legal opinions on the convening, convening procedures, voting procedures, voting results and other matters of the company’s general meeting of shareholders according to law, and does not express opinions on the specific contents of relevant proposals of the company and non legal professional matters such as accounting, finance, audit and so on. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
(VII) when reading this legal opinion, all chapters should be taken as a whole and should not be used alone, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
(VIII) this legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose without the written consent of the exchange.
Text
1、 Convening and convening procedures of this general meeting of shareholders 1.1 this general meeting of shareholders is convened by the board of directors of the company.
The board of directors of the company held the 19th meeting of the seventh board of directors on January 30, 2022, passed the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on February 23, 2022.
The board of directors of the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 8, 2022 The notice of the shareholders’ meeting was announced in China Securities Journal and Shanghai Securities News. The notice of the meeting specifies the basic information of the meeting, the date of equity registration, the date and place of the meeting, the matters submitted to the meeting for deliberation, the registration method of shareholders attending the meeting, the way of shareholders attending the meeting, the operation process of investors participating in online voting, etc. According to the notice, the company held the general meeting of shareholders on February 23, 2022.
The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 15, 2022 The information of the general meeting of shareholders is published on the, and the specific contents of all proposals listed in the notice of the general meeting of shareholders are disclosed. 1.2 the general meeting of shareholders is held on site and online.
The specific time of online voting is: the online voting system of Shanghai Stock Exchange is adopted, and 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 shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
The on-site meeting was held on the second floor of building 21, No. 1188 LIANHANG Road, Minhang District, Shanghai at 14:00 on February 23, 2022. The time and place of the meeting were consistent with the contents of the notice of the general meeting of shareholders.
The meeting was presided over by Mr. Wang Jinding, chairman of the board.
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2、 Personnel and qualifications attending the general meeting of shareholders
2.1 the equity registration date of this shareholders’ meeting is February 17, 2022. According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the closing of the above equity registration date, the total number of voting shares of the company at this shareholders’ meeting is 2196340879.
2.2 according to the on-site inspection conducted by our lawyers on the stock accounts, identity certificates, relevant power of attorney and other relevant materials held by the personnel attending the shareholders’ meeting on site, the qualifications of the shareholders attending the shareholders’ meeting on site are legal and valid. 2.3 according to the voting statistics provided by SSE Information Network Co., Ltd. to the company after the online voting of the general meeting of shareholders, 31 shareholders and shareholder agents attended the general meeting of shareholders through on-site voting and online voting, representing 627024235 voting shares, accounting for 28.5486% of the total voting shares of the company.
In conclusion, our lawyers believe that the qualifications of the above-mentioned participants meet the relevant provisions of laws, regulations, normative documents and the articles of association. 3、 Proposals and voting at the general meeting of shareholders
The following proposals were considered and voted at the shareholders’ meeting:
1.00 proposal on the company’s second phase employee stock ownership plan (Draft) and its summary;
2.00 proposal on the company’s measures for the administration of phase II employee stock ownership plan;
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase II employee stock ownership plan;
Among the above proposals, there is no special resolution proposal;
All proposals shall be counted separately for small and medium-sized investors;
All proposals involve related shareholders’ avoidance of voting.
After verification by our lawyers, the above proposals are consistent with those listed in the notice of the general meeting of shareholders, and there is no situation of on-site modification of proposals, putting forward temporary proposals and voting on such proposals. 4、 Voting procedures and results of the general meeting of shareholders 4.1 the general meeting of shareholders adopts the method of open written voting on the above proposals. 4.2 before the on-site voting, the shareholders’ meeting elected two shareholders’ representatives to participate in the vote counting and supervision, and the two shareholders’ representatives, together with a supervisor representative and our lawyer, are responsible for the vote counting and supervision.
4.3 the online voting of this meeting will end at 3 p.m. on February 23, 2022. Shanghai Stock Exchange Information Network Co., Ltd. provided the voting results of this meeting to the company. 4.4 after verifying the voting results, all proposals considered at the general meeting of shareholders were passed; The company counted the votes of small and medium-sized investors separately on major matters affecting the interests of small and medium-sized investors, and the proposal of counting the votes of small and medium-sized investors separately was consistent with the contents of the notice and announcement of the general meeting of shareholders.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the convener and the personnel attending the general meeting of shareholders, the voting procedures and voting results of the general meeting of shareholders and other related matters comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of Association; The resolutions of this general meeting of shareholders are legal and valid. (no text below)
