Beijing zhongzi law firm
about
Spic Dongfang Energy Corporation(000958)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
January 2022
6-8 / F, Xinshidai building, 26 pinganli West Street, Xicheng District, Beijing 100034
Tel: + 86-10-66091188 Fax: + 86-10-66091616
website: http://www.zhongzi.com.cn.
Legal opinion
To Spic Dongfang Energy Corporation(000958) :
Beijing zhongzi law firm (hereinafter referred to as the firm) accepted the entrustment of Spic Dongfang Energy Corporation(000958) (hereinafter referred to as Spic Dongfang Energy Corporation(000958) or the company) and appointed lawyers Jia Xiangming and Wu Nan (hereinafter referred to as the undertaking lawyer) to serve as special legal counsel for the first extraordinary general meeting of shareholders in Spic Dongfang Energy Corporation(000958) 2022 (hereinafter referred to as the general meeting of shareholders), attended the meeting and issued legal opinions. Affected by the covid-19 pneumonia epidemic, the lawyers assigned by the exchange witnessed the shareholders' meeting by video.
This legal opinion is a legal and normative document in accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the company 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 Spic Dongfang Energy Corporation(000958) articles of Association (hereinafter referred to as the articles of association), It is also issued in combination with the company's notice on the company's convening of the first extraordinary general meeting of shareholders in 2022, and expresses its opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, the proposal of the meeting, voting procedures, voting results and other related matters. Section 1 lawyer's statement
1. This legal opinion only expresses opinions on issues related to this shareholders' meeting before the issuance date.
2. During the preparation of this legal opinion, the undertaking lawyer has conducted necessary examination on the documents related to the issuance of this legal opinion in accordance with the requirements of the current laws and regulations of China.
3. The undertaking lawyer has obtained Spic Dongfang Energy Corporation(000958) commitment and guarantee before issuing the legal opinion, that is, the documents and materials provided by the company to the undertaking lawyer are complete, true and effective without concealment, falsehood, omission and misleading. If the documents and materials are copies or copies, they shall be consistent with the original or original.
4. This legal opinion is only Spic Dongfang Energy Corporation(000958) used for the purpose of this general meeting of shareholders, and shall not be used for any other purpose without the consent of the exchange.
5. The undertaking lawyer agrees to submit this legal opinion as a necessary legal document for Spic Dongfang Energy Corporation(000958) the shareholders' meeting to Shenzhen Stock Exchange and make an announcement together with other relevant materials, and bear the responsibility for the legal opinion issued according to law.
Section II body of legal opinion
1、 On the convening and convening procedures of the general meeting of shareholders
1. According to the resolution of the 36th meeting of the Spic Dongfang Energy Corporation(000958) sixth board of directors on December 23, 2021 (Announcement No.: 2021-056, see China Securities Journal, securities times and cninfo for details), the company is scheduled to be held in January 2022
Legal opinion
On October 10, the first extraordinary general meeting of shareholders in 2022 was held by combining on-site voting and online voting.
2. Spic Dongfang Energy Corporation(000958) on December 23, 2021, the board of directors issued the notice on the company's convening of the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-060) in China Securities Journal, securities times and cninfo website, which listed the convener, time, place, method, participants, deliberations The registration methods, voting procedures, voting rules and other matters of the meeting shall be announced.
3. The general meeting of shareholders was held at 14:30 p.m. on January 10, 2022 in conference room Spic Dongfang Energy Corporation(000958) 1005, No. 161, jianhuanan street, Shijiazhuang City, Hebei Province.
The lawyer in charge believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents, the articles of association and the rules of general meeting of shareholders.
2、 About the qualification of the attendees and Convener
This shareholders' meeting is an extraordinary shareholders' meeting convened by the board of directors of the company, which complies with the provisions of the company law, the rules of the shareholders' meeting and the articles of association.
The announcement of the general meeting of shareholders specifies that the shareholders or shareholders' agents attending the meeting shall register in advance before the meeting is held. The registration can be registered on site at the registration place, by fax, by letter, etc; The registration place is No. 161, jianhuanan street, Shijiazhuang, capital Department of state power investment group Spic Dongfang Energy Corporation(000958) company; Registration time: 8:30-12:00 a.m. and 13:30-17:30 p.m. on January 9, 2022 (the letter shall be subject to the date of receipt of the postmark). As of the closing of the market on the afternoon of January 4, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the annual general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company. The notice complies with the rules of the general meeting of shareholders and the articles of association.
After checking the register of shareholders of the company, the valid certificates and shareholding certificates of shareholders and their agents attending the general meeting of shareholders, 13 shareholders or their agents participated in the general meeting of shareholders, representing 4236937920 shares, accounting for 78.7035% of the total shares of the company. Among them, one shareholder and authorized agent attended the shareholders' meeting on site, with a total of 2 agents, holding 2935935412 shares, accounting for 54.5366% of the total share capital of the company. 11 shareholders voted online, representing 1301002508 shares, accounting for 24.1669% of the total shares of the listed company.
The company's directors, supervisors, senior managers and undertaking lawyers attended the general meeting of shareholders.
The undertaking lawyer believes that the qualifications of the personnel and convener attending the general meeting of shareholders are in line with the provisions of relevant laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders.
Legal opinion
3、 Voting procedures and results of the meeting
The shareholders' meeting deliberated and voted on the three proposals listed in the notice of the shareholders' meeting, and there was no new proposal.
The matters considered at this shareholders' meeting are consistent with the notice of the meeting. The details are as follows:
1. Proposal on estimated daily connected transactions in 2022 (related shareholders avoid voting)
2. Proposal on entrusted financial management by capital holding using some temporary idle funds
3. Proposal on adjusting the amount of connected transactions with State Power Investment Group Hebei Electric Power Fuel Co., Ltd
For details of the proposal, please refer to cninfo.com, China Securities Journal The announcement on the resolution of the 36th meeting of the sixth board of directors, the announcement on the expected daily connected transactions in 2022, the announcement on the entrusted financial management of capital holding with temporary idle funds, the announcement on adjusting the amount of connected transactions with State Power Investment Group Hebei Electric Power Fuel Co., Ltd. and other relevant documents published by the securities times.
According to the announced voting rules, the on-site voting and online voting results were combined and counted, and the above proposals of the company's general meeting were effectively passed. The on-site voting was monitored and counted in accordance with the provisions of the articles of association, and the undertaking lawyer conducted video witness. The online voting was conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Shenzhen Securities Information Co., Ltd. provided authentication results and voting results information to Spic Dongfang Energy Corporation(000958) . The voting method of the general meeting shall comply with the relevant provisions of the articles of association. When voting on related proposals, related shareholders have withdrawn.
The handling lawyer believes that the voting procedures and voting results of the general meeting of shareholders are in line with the provisions of relevant laws, regulations and normative documents, the articles of association and the rules of the general meeting of shareholders, and there is no violation of the provisions of laws, regulations and normative documents.
4、 Conclusion
The handling lawyer believes that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of participants, conveners, voting procedures and voting results all comply with the provisions of relevant laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders, and the resolutions formed at the meeting are legal and effective.
This legal opinion is made in four originals without copies. It shall have legal effect after being signed by our lawyers and stamped with our official seal.
