Shanghai SHANGZHENG Hengtai law firm
About Xj Electric Co.Ltd(000400)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Xj Electric Co.Ltd(000400)
According to 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”) and other laws Regulations and 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 the Xj Electric Co.Ltd(000400) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Shanghai SHANGZHENG Hengtai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Xj Electric Co.Ltd(000400) (hereinafter referred to as “the company”) to appoint its lawyers Cheng Xiaoming and Liu Yun to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue this legal opinion. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s general meeting, consulted the relevant documents and materials provided by the company, and listened to the statements and explanations of the company’s personnel on the relevant facts.
The lawyers of the firm only express legal opinions after reviewing and witnessing the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting, and do not express opinions on the contents of the proposals considered at the general meeting of shareholders, as well as the authenticity and accuracy of the facts and data involved in the proposals.
This legal opinion is only used by the company for the purpose of this shareholders’ meeting. The exchange agrees that this legal opinion, as a legal document of the general meeting of shareholders, can be announced together with other documents of the general meeting of shareholders. In accordance with the provisions and requirements of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the relevant matters of the general meeting of shareholders:
1、 Convening and convening procedures of the general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the 24th Meeting of the 8th board of directors of the company.
On December 22, 2021, the company published in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com.. CN.) Published the notice of Xj Electric Co.Ltd(000400) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”). The meeting notice specifies the convener, date, time, method, equity registration date, participants, place, matters to be considered, on-site meeting registration method, specific operation process of participating in online voting and other matters.
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company held the on-site meeting of the general meeting of shareholders in the conference room of the company’s headquarters at 15:00 on January 6, 2022. Mr. Sun Jiqiang, chairman of the company, presided over the meeting. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 6, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 6, 2022.
According to the verification of our lawyers, the notice of the shareholders’ meeting was notified to the shareholders in the form of announcement 15 days before the meeting. The date of issuing the meeting notice from the date of holding the shareholders’ meeting meets the requirements of laws and regulations and the articles of association. The contents of the meeting notice shall comply with relevant laws and regulations and the articles of association. 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 of Shenzhen Stock Exchange. Shareholders can exercise their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system during the online voting time.
Our lawyers believe that the actual time, place, method and deliberation matters of the shareholders’ meeting are consistent with those announced in the meeting notice. The convening and convening procedures of this general meeting of shareholders comply with the company law, securities law, rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
Five shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 388442424 voting shares of the company, accounting for 38.5234% of the total voting shares of the company. They were all registered shareholders or their entrusted agents in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the afternoon of December 29, 2021. According to the data provided by Shenzhen Securities Information Co., Ltd., 107 shareholders and shareholder agents participated in the on-site and online voting of the meeting, representing 450796650 voting shares, accounting for 44.7074% of the total voting shares of the company.
After verification, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders hold the legal identity certificate or power of attorney to attend the general meeting of shareholders. The qualification of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
Our lawyers believe that the qualifications of shareholders and shareholders’ agents attending the meeting are legal and valid.
2. Other persons attending the meeting
In addition to shareholders and shareholders’ agents, directors, supervisors, other senior managers, Secretary of the board of directors and relevant personnel of the company attended the general meeting of shareholders.
After verification, the above personnel are qualified to attend the general meeting of shareholders.
3. Convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
The lawyers of the firm believe that the qualification of the attendees of the shareholders’ meeting meets the provisions of the company law, the securities law, the rules of the shareholders’ meeting and other laws, regulations, normative documents and the articles of association. The qualification of the convener of this general meeting of shareholders is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
After deliberation on the proposals listed in the notice of meeting, the shareholders attending the on-site meeting of the company voted item by item by open ballot. The statistical results of online voting of the general meeting of shareholders are provided by Shenzhen Securities Information Co., Ltd. After the voting at the on-site meeting of the general meeting of shareholders, count, monitor and count the votes in accordance with the procedures specified in the articles of association, and combine the voting results of on-site voting and online voting according to relevant rules. The host of the meeting announced the voting results of the meeting on the spot.
The voting results of the matters considered at the shareholders’ meeting are as follows:
1. Proposal on amending some articles of the articles of Association
440639147 shares were approved, accounting for 97.7468% of the total number of valid voting shares attending the general meeting of shareholders; Against 10157503 shares, accounting for 2.2532% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is: 52640123 shares are agreed, accounting for 83.8250% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; Against 10157503 shares, accounting for 16.1750% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
2. Proposal on amending some articles of the rules of procedure of the general meeting of shareholders
Agree to 450796450 shares, accounting for 100.0000% of the total number of valid voting shares attending the general meeting of shareholders; 200 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is: 62797426 shares are agreed, accounting for 99.9997% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 200 opposition shares, accounting for 0.0003% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
3. Proposal on Amending Some Provisions of the rules of procedure of the board of directors
Agree to 450796450 shares, accounting for 100.0000% of the total number of valid voting shares attending the general meeting of shareholders; 200 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is: 62797426 shares are agreed, accounting for 99.9997% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 200 opposition shares, accounting for 0.0003% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
4. Proposal on Amending Some Provisions of the rules of procedure of the board of supervisors
Agree to 450796450 shares, accounting for 100.0000% of the total number of valid voting shares attending the general meeting of shareholders; 200 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is: 62797426 shares are agreed, accounting for 99.9997% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 200 opposition shares, accounting for 0.0003% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
5. Proposal on daily connected transactions in 2022
62797426 shares were approved, accounting for 99.9997% of the total number of valid voting shares attending the general meeting of shareholders; 200 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) is: 62797426 shares are agreed, accounting for 99.9997% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 200 opposition shares, accounting for 0.0003% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
On December 22, 2021, the company published in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com.. CN.) The announcement on the resolutions of the 24th session of the 8th board of directors and the 12th session of the 8th board of supervisors disclosed the relevant contents of the proposal.
The first proposal above is a special resolution, which is approved by more than 2 / 3 of the effective voting rights held by the shareholders attending the meeting; The fifth proposal is related party transaction proposal, and related shareholders avoided voting as required.
The lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, securities law, rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, which are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and voting procedures of the company’s general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the company’s charter, and the resolutions formed by the general meeting of shareholders are legal and effective.
This legal opinion shall come into force after being signed by the handling lawyer of the firm and stamped with the seal of the law firm.
This legal opinion is made in triplicate without copies.
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[there is no text on this page, which is the signature page of the legal opinion of Shanghai SHANGZHENG Hengtai law firm on the first extraordinary general meeting of shareholders in Xj Electric Co.Ltd(000400) 2022]
Handling lawyer of Shanghai SHANGZHENG Hengtai law firm: Cheng Xiaoming (signature) principal: Sun Jiafeng
(signature) handling lawyer: Liu Yun (signature) January 6, 2022
