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Beijing Jingtian Gongcheng law firm
About Xinjiang Goldwind Science And Technology Co.Ltd(002202)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
To: Xinjiang Goldwind Science And Technology Co.Ltd(002202)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Xinjiang Goldwind Science And Technology Co.Ltd(002202) (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 general meeting of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of 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 articles of association of Xinjiang Goldwind Science And Technology Co.Ltd(002202) (hereinafter referred to as the “articles of association”).
In accordance with the requirements of the rules of the general meeting of shareholders, our lawyers have fully verified the legality, compliance, authenticity and effectiveness of the general meeting of shareholders, ensured that there are no false, misleading statements and major omissions in this legal opinion, and assumed corresponding legal responsibilities for the authenticity, accuracy and integrity of this legal opinion.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used by anyone for any other purpose. The lawyer of the firm agrees that this legal opinion shall be published as a necessary document of the company’s general meeting of shareholders, and shall be liable for this legal opinion according to law.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders, the lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. Convening of this general meeting of shareholders
On January 11, 2022, the board of directors of the company made statements on the securities times and cninfo (http: / / www.cn. Info. Com. CN.) The notice of Xinjiang Goldwind Science And Technology Co.Ltd(002202) on convening the first extraordinary general meeting of shareholders in 2022 was published in the securities times and cninfo (http: / / www.cn. Info. Com. CN.) on February 10, 2022 The Xinjiang Goldwind Science And Technology Co.Ltd(002202) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022 was published, which stated the on-site meeting time, online voting time, meeting place, convener, meeting method, equity registration date, way of participating in the meeting, matters considered at the meeting, participants, method of participating in the meeting Identity authentication, voting procedures and other matters of shareholders participating in online voting.
In accordance with the provisions of the stock exchange of Hong Kong Limited (hereinafter referred to as “the stock exchange of Hong Kong”), the company is on the website of the stock exchange of Hong Kong（ http://www.hkexnews.hk ）A notice on the notice of the general meeting of shareholders was published. The lawyers of the firm believe that the convening procedures and proposal submission 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 relevant laws, regulations and normative documents as well as the articles of association. 2. Convening of this general meeting of shareholders
The general meeting of shareholders of the company is held by combining on-site voting and online voting, including:
(1) The on-site meeting of the general meeting of shareholders will be held at 14:30 p.m. on Friday, February 25, 2022 in the conference room of the company at No. 8, boxing 1st Road, Beijing Economic and Technological Development Zone. H-share shareholders of the company can participate in the general meeting of shareholders by on-site or entrusted voting.
(2) The shareholders’ meeting provided an online voting platform for the company’s A-share shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 25, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 25, 2022.
The lawyers of the firm believe that the 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 relevant laws, regulations and normative documents, as well as the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
According to the relevant statistics of shareholders and their agents attending the on-site meeting of the general meeting of shareholders provided by the company, our lawyers checked the securities account card, the power of attorney and identity certificate of shareholders’ agents. There were 16 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and the number of shares with voting rights on behalf of the company was 1348544201, Accounting for 68.5318% of the total voting shares of the company attending the meeting, of which the A-share shareholders attending the meeting held 9205132 A-shares, accounting for 47.2213% of the total voting shares of the company attending the meeting; H-share shareholders attending the meeting held 419339069 H-shares, accounting for 21.3104% of the total voting shares of the company attending the meeting.
According to the statistical data of this online voting provided by Shenzhen Securities Information Co., Ltd., 51 A-share shareholders participated in the online voting of this shareholders’ meeting, and the number of voting shares representing the company was 619220822, accounting for 31.4682% of the total voting shares of the company attending the meeting.
Accordingly, a total of 67 shareholders and their entrusted agents attended the shareholders’ meeting and voted through the Internet, representing 1967765023 shares, accounting for 46.5736% of the total shares of the company.
In addition to the above shareholders, some directors, supervisors and senior managers of the company and lawyers of the firm also attended the shareholders’ meeting.
After reasonable inspection, our lawyers believe that the attendees of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
After inspection, the shareholders attending the on-site meeting of the company’s general meeting deliberated the proposals listed in the announced meeting notice and voted by open ballot.
In accordance with the rules of the general meeting of shareholders and the articles of association, the company elected the shareholder representatives Luo Jun and Li Maojun, the supervisor representative Lu Min and the lawyer of the firm to jointly count and monitor the votes, and counted and published the on-site voting results on the spot.
The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting of the general meeting of shareholders.
After the voting of this general meeting of shareholders, Xinjiang Goldwind Science And Technology Co.Ltd(002202) consolidated the voting results of on-site voting and online voting as follows:
（1） Deliberating sub proposal 1 of the proposal on applying for the estimated amount of daily related party transactions (A shares) in 2022: on the daily related party transactions (A shares) of selling commodities between the company and China Three Gorges new energy (Group) Co., Ltd. and its holding subsidiaries
After inspection, the voting result is: 1605575115 shares are approved, accounting for 99.4139% of the shares held by all shareholders with voting rights attending the meeting; Against 9331513 shares, accounting for 0.5778% of the shares held by all shareholders with voting rights attending the meeting; 134450 shares were abstained, accounting for 0.0083% of the shares held by all shareholders with voting rights attending the meeting.
The voting of small and medium-sized investors on the proposal is as follows: 504575543 shares are approved, accounting for 98.1585% of the shares held by small and medium-sized shareholders with voting rights attending the meeting; Against 9331513 shares, accounting for 1.8153% of the shares held by minority shareholders with voting rights attending the meeting; 134450 shares were abstained, accounting for 0.0262% of the shares held by minority shareholders with voting rights attending the meeting.
Sub proposal 2: about the daily related party transactions (A shares) of selling commodities between the company and Xinjiang new energy (Group) Co., Ltd. and its holding subsidiaries
After verification, the voting result is: 1958427060 shares are approved, accounting for 99.5255% of the shares held by all shareholders with voting rights attending the meeting; 9331513 shares opposed, accounting for 0.4742% of the shares held by all shareholders with voting rights attending the meeting; 6450 shares abstained, accounting for 0.0003% of the shares held by all shareholders with voting rights attending the meeting.
The voting of small and medium-sized investors on the proposal is as follows: 504703543 shares are approved, accounting for 98.1834% of the shares held by small and medium-sized shareholders with voting rights attending the meeting; Against 9331513 shares, accounting for 1.8153% of the shares held by minority shareholders with voting rights attending the meeting; 6450 shares were abstained, accounting for 0.0013% of the shares held by minority shareholders with voting rights attending the meeting.
（2） After reviewing the proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers, the voting result is: 1891338955 shares, accounting for 99.9328% of the shares held by all shareholders with voting rights attending the meeting; Against 610204 shares, accounting for 0.0322% of the shares held by all shareholders with voting rights attending the meeting; 662020 shares abstained, accounting for 0.0350% of the shares held by all shareholders with voting rights attending the meeting.
The voting of small and medium-sized investors on the proposal is: 512769282 shares are agreed, accounting for 99.7525% of the shares held by small and medium-sized shareholders with voting rights attending the meeting; Against 610204 shares, accounting for 0.1187% of the shares held by minority shareholders with voting rights attending the meeting; 662020 shares were abstained, accounting for 0.1288% of the shares held by minority shareholders with voting rights attending the meeting.
（3） Deliberating the proposal on recommending Wang Yan as a supervisor candidate
After verification, the voting result is: 1921379884 shares are agreed, accounting for 97.6428% of the shares held by all shareholders with voting rights attending the meeting; Against 46015289 shares, accounting for 2.3385% of the shares held by all shareholders with voting rights attending the meeting; 369850 shares were abstained, accounting for 0.0188% of the shares held by all shareholders with voting rights attending the meeting.
The voting of small and medium-sized investors on the proposal is as follows: 467656367 shares are approved, accounting for 90.9764% of the shares held by small and medium-sized shareholders with voting rights attending the meeting; Against 46015289 shares, accounting for 8.9517% of the shares held by minority shareholders with voting rights attending the meeting; 369850 shares were abstained, accounting for 0.0719% of the shares held by minority shareholders with voting rights attending the meeting.
All proposals of the general meeting of shareholders are general resolutions, which must be adopted by more than 1 / 2 of the voting rights held by all shareholders attending the meeting in accordance with the relevant provisions of the company law and the articles of association. Proposals 1 and 2 involve related party transactions, and related shareholders need to avoid voting.
After reasonable examination, our lawyers believe that the voting methods and procedures of this general meeting of shareholders are legal, the above proposals have been deliberated and adopted by this general meeting of shareholders, the voting results comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
The lawyers of the firm believe that the convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the meeting, the voting methods, voting procedures and voting results of the proposals of the general meeting of shareholders comply with the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the relevant provisions of the articles of association, which are legal and effective.
This legal opinion is made in duplicate and takes effect after being signed by the handling lawyer and the person in charge of this office and stamped with the official seal of this office.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng law firm on the first extraordinary general meeting of shareholders in Xinjiang Goldwind Science And Technology Co.Ltd(002202) 2022)
Beijing Jingtian Gongcheng law firm (seal)
Person in charge: Handling lawyer:
Zhao Yang, Wu Hu
Handling lawyer:
Wang Heng
February 25, 2002
