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Guohao law firm (Shanghai)
About Tibet Summit Resources Co.Ltd(600338)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Tibet Summit Resources Co.Ltd(600338)
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") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission, Guohao law firm (Shanghai) accepted the invitation of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as "the company"), and assigned its lawyers to attend and witness the first extraordinary general meeting of shareholders in 2022 held by the company at the 4th floor, No. 305 Liuying Road, Jing\'an District, Shanghai from 14:00 p.m. on Monday, January 10, 2022, and in accordance with relevant laws, regulations The provisions of normative documents and the articles of Association (hereinafter referred to as the "articles of association") have reviewed the convening, convening procedures, qualification of attendees, voting procedures and other matters of the general meeting of shareholders, and issued this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company's shareholders' meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
This legal opinion is only for the purpose of witnessing the shareholders' meeting and shall not be used for any other purpose.
Our lawyers agree to announce this legal opinion together with the resolution of the company's general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
On December 25, 2021, the board of directors of the company published on China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) Publish the notice of Tibet Summit Resources Co.Ltd(600338) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-076). After verification, the relevant notice specifies the time, place and content of the meeting, and explains the equity registration date, way of attending the meeting, contact telephone number and contact name of the shareholders entitled to attend the meeting.
The general meeting of shareholders was convened by the board of directors of the company and was held at the company on the 4th floor, No. 305 Liuying Road, Jing'an District, Shanghai from 14:00 p.m. on January 10, 2022. The time, place and other matters of the meeting are consistent with those disclosed in the meeting notice.
The online voting method and time of the general meeting of shareholders are: the online voting system of Shanghai Stock Exchange is adopted, and the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The online voting time is consistent with the content of the notice.
After verification by our lawyers, the company published the notice of the meeting 15 days before the convening of the general meeting of shareholders. The actual time, place, method and proposals considered at the meeting are consistent with the notice of the general meeting of shareholders. The convening and convening procedures of this meeting comply with the company's laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of participants
1. Shareholders and shareholders' representatives attending the meeting
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the company and our lawyers checked the shareholder shareholding certificate, identity certificate of legal representative, power of attorney of shareholders, personal identity certificate and other relevant materials submitted by the personnel attending the shareholders' meeting. Verified and registered: there are 48 shareholders, entrusted agents and shareholders voting through the Internet, representing 396774470 shares, accounting for 43.4007% of the total shares of the company.
2. Other persons attending the meeting
It has been verified that in addition to the above shareholders and entrusted agents, some directors, supervisors, senior managers and witness lawyers of the company are all legally qualified to attend the general meeting of shareholders.
3. Convener
It is verified that the general meeting of shareholders of the company was convened by the board of directors, and the proposal on convening the general meeting of shareholders was deliberated and adopted at the seventh meeting of the eighth board of directors held on December 25, 2021, which is in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and the convener's qualification is legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
（1） Voting procedure
The shareholders' meeting deliberated on the proposals listed in the meeting notice and voted in the combination of on-site voting and online voting. The on-site voting of the general meeting of shareholders shall be monitored and counted by two shareholders' representatives, supervisors' representatives and lawyers of the firm elected on the spot in accordance with the procedures specified in the articles of association and rules of the general meeting of shareholders.
After the online voting of the general meeting of shareholders, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical results of the online voting, and the company combined the voting results of on-site voting and online voting.
The meeting did not vote on matters not listed in the meeting notice; There was no case of rejecting or amending the proposals put on the agenda of the meeting.
In order to respect the interests of small and medium-sized investors and improve their participation in major matters decided by the general meeting of shareholders of the company, in accordance with the spirit of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) issued by the general office of the State Council and the relevant requirements of the articles of association, The general meeting of shareholders adopts separate vote counting by small and medium-sized investors.
（2） The voting of each proposal at the shareholders' meeting is as follows:
The shareholders' meeting considered the proposals listed in the meeting announcement item by item by combining on-site voting and online voting, and considered and adopted the following proposals:
1. The first phase of the company's medium and long term employee stock ownership plan (Draft);
2. Proposal on formulating the management measures for the first phase of medium and long-term employee stock ownership plan;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of the medium and long-term employee stock ownership plan.
It is verified that the number of votes passed in the deliberation of various proposals of the general meeting of shareholders is in line with the provisions of laws, regulations, normative documents and the articles of association. The resolutions of the meeting are signed by the directors of the company attending the meeting. The voting procedures are in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 There was no new proposal proposed by shareholders at the shareholders' meeting.
5、 Concluding observations:
Through on-site witness, our lawyers believe that the convening, convening procedures and voting methods of this 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 the articles of association. The personnel attending the meeting have legal and effective qualifications, the qualification of the convener is legal and effective, and the voting procedures and results are true, legal and effective, The resolutions formed at this shareholders' meeting are legal and valid.
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Principal: sponsor lawyer:
Li Shaoqiang
Lin Hui
specific date
