Beijing Hairun Tianrui law firm
About Guocheng Mining Co.Ltd(000688)
Legal opinion of the fifth extraordinary general meeting of shareholders in 2021
To: Guocheng Mining Co.Ltd(000688)
In accordance with 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 other relevant regulations, Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) is entrusted by Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”) to appoint Lawyer Wang Shilong and Lawyer Wang Yu (hereinafter referred to as “the firm”) to attend the fifth extraordinary general meeting of shareholders of the company in 2021, and discuss the convening and convening procedures of the general meeting, the participants and the qualifications of the convener of the meeting The deliberation items, voting methods, voting procedures, voting results and other related matters shall be witnessed according to law.
Our lawyers have reviewed the relevant documents provided by the company for convening the shareholders’ meeting. The company has promised the firm and its lawyers that the documents provided and the statements and explanations made are complete, true and effective without any concealment or omission, and issued legal opinions accordingly.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient 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 exchange agrees that the company will submit this legal opinion as the legal document of the general meeting of shareholders together with other documents to Shenzhen stock exchange for review and announcement. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue and provide the following witness opinions on the convening of the general meeting of shareholders and other related matters according to law:
1、 Convening and convening procedures of the general meeting of shareholders
After verification, the shareholders’ meeting was convened by the board of directors of the company according to the decision of the 34th meeting of the 11th board of directors of the company. With regard to the notice on convening the shareholders’ meeting, the board of directors of the company published the notice on convening the fifth extraordinary shareholders’ meeting in 2021 on cninfo.com on December 16, 2021. The notice of the general meeting of shareholders lists the convener, time and place of the general meeting of shareholders, matters to be considered, methods to be held, participants and registration matters, and the proposals to be considered at the general meeting of shareholders have been fully disclosed according to law.
After verification, the on-site meeting of the general meeting of shareholders was held as scheduled at 14:30 p.m. on December 31, 2021 in the conference room on the third floor of building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing. The meeting was presided over by Mr. Xiong Weimin, vice chairman.
Our lawyers believe that the time, method and content of the notice of the shareholders’ meeting of the company comply with the requirements of the company law, the securities law, the rules of the shareholders’ meeting and the articles of association, and the convening and convening procedures of the shareholders’ meeting comply with the provisions of laws, regulations and normative documents.
2、 Qualification of attendees of the general meeting of shareholders
According to the register of shareholders and the signature book of the general meeting of shareholders provided by the company, the following persons attended the on-site meeting of the general meeting of shareholders after verification by the lawyers of the firm:
(i) Personnel attending site meetings
1. Shareholders attending the on-site meeting and their authorized representatives
A total of one shareholder and authorized representative of shareholders attended the on-site meeting of the general meeting of shareholders, holding 870800 voting shares, accounting for 0.0766% of the total share capital of the company.
2. Personnel attending on-site meetings as nonvoting delegates
The persons attending the on-site meeting as nonvoting delegates include the directors, supervisors and senior managers of the company and the lawyers of the firm employed by the company.
（2） Shareholder qualification of online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in the shareholders’ meeting through online voting is 6, with 40313259 representative shares, accounting for 3.5446% of the total share capital of the company. To sum up, our lawyers believe that the qualification of the on-site participants in the general meeting of shareholders and the shareholders and their authorized representatives participating in the meeting through online voting meets the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
3、 Qualification of convener of this general meeting of shareholders
It is verified that the convener of the general meeting of shareholders is the board of directors of the company. The board of directors of the company published the notice on convening the fifth extraordinary general meeting of shareholders in 2021 on cninfo.com on December 16, 2021, and announced the relevant proposal documents.
Our lawyers believe that the qualification of the convener of the general meeting of shareholders meets the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association.
4、 Deliberations of the general meeting of shareholders
According to the resolution of the 34th meeting of the 11th board of directors and the notice on convening the fifth extraordinary general meeting of shareholders in 2021, the board of directors of the company has announced and disclosed the proposals of the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association:
1.00 proposal on change of commitment of controlling shareholder and actual controller
After verification by our lawyers, the proposals considered at the general meeting of shareholders have been listed in the notice of the general meeting of shareholders disclosed by the company. The matters actually considered at the general meeting of shareholders are consistent with those listed in the notice of the general meeting of shareholders. There is no situation of modifying the original meeting agenda, proposing new proposals and voting on matters not listed in the notice of the general meeting of shareholders.
5、 Voting methods, procedures and results of this general meeting of shareholders
It has been witnessed that the voting of this general meeting of shareholders adopts the combination of on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association. When voting, the same share can only choose one of on-site voting, voting in the trading system of Shenzhen Stock Exchange and voting in the Internet system of Shenzhen Stock Exchange, and cannot vote repeatedly. In case of repeated voting, the first valid voting result shall prevail.
(i) Live voting
The on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice. The on-site voting shall be counted by the scrutineer, and the vote counter shall be responsible for counting the votes, and the scrutineer’s representative shall announce the on-site voting results on the spot. Our lawyers believe that the voting methods, procedures and results of the on-site meeting of the company’s general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
（2） Online voting
The company provides shareholders with an online voting platform for this general meeting of shareholders. Shareholders can participate in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The operation process of online voting has been detailed in the meeting notice. A total of 6 shareholders participated in online voting, representing 40313259 voting shares, accounting for 3.5446% of the total shares of the company.
Our lawyers believe that the online voting of this general meeting of shareholders complies with relevant laws, regulations, normative documents and the articles of association, the voting methods and procedures of online voting are legal, and the vote counting results meet the requirements of voting rules.
（3） The shareholders’ meeting did not vote on matters not listed in the meeting notice.
（4） After the voting at the shareholders’ meeting, the company consolidated and counted the voting results of shareholders’ on-site voting and online voting. Upon witness, our lawyer confirmed the voting results as follows:
1.00 proposal on change of commitment of controlling shareholder and actual controller
Voting results: 41172012 shares were approved, accounting for 99.9707% of the total number of valid voting shares held by shareholders attending the meeting; Among them, the voting of small and medium-sized investors: 41172012 shares were agreed, accounting for 99.9707% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting.
The proposals deliberated at the general meeting of shareholders are special resolutions, which have been adopted by more than two-thirds of the total number of effective voting shares held by shareholders and authorized representatives of shareholders who have attended the meeting.
The lawyers of the firm believe that the voting methods, procedures and results of the shareholders’ meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
6、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener of the meeting, the deliberations, voting methods, voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, All resolutions made at the general meeting of shareholders are legal and valid.
This legal opinion is made in three originals.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Hairun Tianrui law firm on Guocheng Mining Co.Ltd(000688) the fifth extraordinary general meeting of shareholders in 2021) Beijing Hairun Tianrui law firm (seal)
Principal (signature): witness lawyer (signature):
Yan kebing: Wang Shilong:
Wang Yu:
specific date
