Hubei outline law firm
About Chn Energy Changyuan Electric Power Co.Ltd(000966)
Legal opinion of the second extraordinary general meeting of shareholders in 2022 to: Chn Energy Changyuan Electric Power Co.Ltd(000966)
Entrusted by Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as "the company"), Hubei outline law firm (hereinafter referred to as "the firm") appoints lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and discusses the convening of the general meeting of shareholders, the legality of the convening procedures, the qualifications of the participants Issue legal opinions on the qualification of convener and the legality and validity of voting procedures and voting results.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting, reviewed the relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters. In the process of reviewing relevant documents, the company guarantees and promises to us that the documents and explanations it submits to us are true, and has provided the original written materials, copies or oral testimony necessary for this legal opinion, and the relevant copies or copies are consistent with the original.
In accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations Normative documents and the Chn Energy Changyuan Electric Power Co.Ltd(000966) articles of Association (hereinafter referred to as the "articles of association"), and express legal opinions on this general meeting of shareholders in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The lawyer of the firm agrees that the company will announce the legal opinion together with the resolution of the general meeting of shareholders, and bear legal responsibility for the legal opinion according to law.
The legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
The shareholders' meeting was proposed to be convened by the board of directors of the company, and a notice on the shareholders' meeting was issued in the securities times, China Securities Journal and cninfo.com 15 days before the meeting, disclosing the time, place, agenda, participants, on-site meeting registration methods The registration date of the shareholders entitled to attend the meeting and their rights to entrust agents to attend and vote in writing. The above announcement has listed the matters discussed at the shareholders' meeting and disclosed the contents of all proposals as required. If the convener of the meeting is not listed in the notice of amendment, the new convener of the meeting shall also be added.
The general meeting of shareholders is held by combining on-site voting and online voting.
Witnessed by our lawyers, the general meeting of shareholders was held in the company's conference room at 2:50 p.m. on Friday, March 9, 2022. The actual time, place and content of the meeting were consistent with the announcement.
The shareholders' meeting of the company will conduct online voting through the trading system of Shenzhen Stock Exchange. The time is 9:15-9:25 a.m., 9:30-11:30 a.m. and 1:00-3:00 p.m. on March 9, 2022; Vote through the Internet voting system from 9:15 a.m. to 3:00 p.m. on March 9, 2022.
It is verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company.
Three shareholders and two shareholders' agents (two of whom entrust the same agent) attended the on-site meeting of the company's general meeting, representing 12265436 shares, accounting for 0.4461% of the total voting shares of the company. The lawyer of the firm checked the identity certificate, shareholding certificate and power of attorney provided by the shareholders or shareholder agents attending the general meeting with the company's register of shareholders and other relevant supporting documents provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at the closing of the market on the afternoon of March 2, 2022, The above-mentioned persons are considered qualified to attend the general meeting of shareholders.
According to the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders voted through the online voting platform during the online voting, representing 94669831 shares, accounting for 3.4434% of the total voting shares of the company. Other persons attending the on-site meeting of the general meeting of shareholders are directors, supervisors, senior managers and witness lawyers of the company.
It is verified that the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders of the company voted on the matters listed in the announcement by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association. The company made consolidated statistics on the voting results of the on-site meeting and online voting results of the general meeting of shareholders. The voting results of the general meeting of shareholders are as follows:
1. The proposal on the completion of the company's daily connected transactions in 2021 and the expected situation in 2022 was deliberated and adopted
Total voting: 106437061 shares were approved, accounting for 995341% of the total number of valid voting shares held by shareholders attending the meeting; 498206 opposed shares, accounting for 0.4659% of the total number of valid voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 106437061 shares were approved, accounting for 995341% of the valid voting shares held by minority shareholders attending the meeting; 498206 opposed shares, accounting for 0.4659% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
2. The proposal on the completion of deposit and loan related party transactions of the company in 2021 and the expected situation in 2022 was deliberated and adopted
Total voting: 106430761 shares were approved, accounting for 995282% of the valid voting shares held by shareholders attending the meeting; 504506 opposed shares, accounting for 0.4718% of the valid voting shares held by shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Total voting of minority shareholders: 106430761 shares were approved, accounting for 995282% of the valid voting shares held by minority shareholders attending the meeting; 504506 opposed shares, accounting for 0.4718% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
3. The proposal on the completion of related party transactions of the company's leased properties in 2021 and the expected situation in 2022 was deliberated and adopted
Total voting: 106430761 shares were approved, accounting for 995282% of the valid voting shares held by shareholders attending the meeting; 504506 opposed shares, accounting for 0.4718% of the valid voting shares held by shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting.
Total voting of minority shareholders: 106430761 shares were approved, accounting for 995282% of the valid voting shares held by minority shareholders attending the meeting; 504506 opposed shares, accounting for 0.4718% of the valid voting shares held by minority shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
According to the voting results, the proposals included in the shareholders' meeting were adopted. When considering the related party transaction proposal, the related shareholders have avoided voting. The voting situation and results of the proposal have been announced at the meeting, and the shareholders attending the meeting did not raise objections to the voting results. It is verified that the voting procedures and voting results of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Conclusion
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of Association; The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate and has the same legal effect. (no text below) (this page is only the special signature and seal page of the legal opinion of Hubei outline law firm on the first extraordinary general meeting of shareholders in Chn Energy Changyuan Electric Power Co.Ltd(000966) 2022)
Principal of Hubei outline law firm:
Handling lawyer:
March 9, 2002
