Beijing Deheng (Taiyuan) law firm
Legal opinions on Shanxi Coking Co.Ltd(600740) the first extraordinary general meeting of shareholders in 2022
Beijing Debao (Taiyuan) law firm
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Add: floor 26, building T4, China Resources Building, No. 1, Changxing Road, Changfeng business district, Taiyuan, Shanxi Tel: 0351-8395811 Fax: 0351-8395822 zip code: 030006
Beijing Deheng (Taiyuan) law firm
About Shanxi Coking Co.Ltd(600740)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
To: Shanxi Coking Co.Ltd(600740) Beijing Deheng (Taiyuan) law firm (hereinafter referred to as “the firm”) is entrusted by Shanxi Coking Co.Ltd(600740) (hereinafter referred to as “the company”) to appoint lawyer Zheng Guoyu and lawyer Liang Huiru to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), Witness the legitimacy of this shareholders\’ meeting and issue legal opinions. This legal opinion is 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 other relevant laws, regulations and normative documents, as well as the Shanxi Coking Co.Ltd(600740) articles of Association (hereinafter referred to as the “articles of association”) Issued in accordance with the Shanxi Coking Co.Ltd(600740) rules of procedure of the general meeting of shareholders (hereinafter referred to as the “rules of the general meeting of shareholders”). In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of our firm has obtained the following guarantee from the company, that is, he has provided the materials that our lawyer considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials. In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the securities law and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, We will not comment on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals. This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full 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 legal opinions are as follows: I. on the convening and convening procedures of this general meeting of shareholders 1. On December 23, 2021, The board of directors of your company published the notice of Shanxi Coking Co.Ltd(600740) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice) on the media such as Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange. The notice lists the time, place, convener, method, participants, matters to be considered and registration method of the shareholders\’ meeting. 2. The shareholders\’ meeting of your company was held as scheduled at 10:00 a.m. on January 11, 2022 in the conference room on the fourth floor of the company’s office building. The meeting was presided over by Mr. Li Feng, chairman of the company. 3. After verification, the proposal of the general meeting of shareholders belongs to the scope of deliberation of the general meeting of shareholders, and the time, place, method and deliberation items of the meeting are consistent with those listed in the notice. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. II. Qualification of personnel and convener attending the general meeting of shareholders 1. There are 5 shareholders and shareholders\’ agents attending the general meeting of shareholders, representing 1458694391 shares with voting rights, accounting for 56.9330% of the total shares of the company; A total of 14 shareholders and shareholder agents voted online, representing 18, 71, 1878 shares, accounting for 0.7303% of the total shares of the company. All shareholders attending the meeting are registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the transaction on the equity registration date on January 4, 2022. The qualification of shareholders attending the meeting shall be confirmed by the company; Shareholders\’ representatives attending the meeting shall hold the power of attorney of shareholders.
2. The directors, supervisors and senior managers of the company attended the general meeting of shareholders. 3. The convener of this general meeting of shareholders is the board of directors of the company. It is verified that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. III. voting procedures and voting results of the shareholders’ meeting 1. The shareholders’ meeting voted on the four proposals listed in the notice by means of on-site voting and online voting. Among them, the first proposal is a special resolution proposal, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting; The above proposals are all major issues affecting the interests of small and medium-sized investors, which need to be counted separately. 2. After the on-site voting is completed, the supervisors and the lawyers of the exchange supervise and count the votes in accordance with the procedures specified in the articles of association, and count the on-site voting results. Shanghai Securities Information Co., Ltd. provided the total number of shares and online voting results of online voting. After the voting, the company consolidated statistics and announced the voting results on the spot. 2.1 revision of ＜ Shanxi Coking Co.Ltd(600740) Articles of Association > proposal > voting: 1477214113 shares agreed, accounting for 99.9869% of the total number of valid voting shares held by shareholders attending the meeting; 22700 shares opposed, accounting for 0.0015% of the total number of valid voting shares held by shareholders attending the meeting; 169456 shares abstained, accounting for 0.0116% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18519722 shares agreed, accounting for the effective voting shares held by shareholders attending the meeting
About Shanxi Coking Co., Ltd
98.9730% of the total number of legal opinions of the first extraordinary general meeting of shareholders of Beijing Deheng (Taiyuan) law firm in 2022; 22700 dissenting shares, accounting for 0.1213% of the total number of valid voting shares held by shareholders attending the meeting; 169456 shares abstained, accounting for 0.9057w0 of the total number of valid voting shares held by shareholders attending the meeting.
2.2 proposal on the general election of the board of directors of the company > (directors) 2.2.1 voting of Li Feng: 1477351315 shares were approved, accounting for 99.996206 of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656924 shares were approved, accounting for 99.7063% of the total number of valid voting shares held by shareholders attending the meeting. 2.2.2 Du Jianhong’s voting: 477256367 shares were approved, accounting for 99.9898% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18561976 shares were approved, accounting for 99.1988% of the total number of valid voting shares held by shareholders attending the meeting. 2.2.3 voting of Yang Shihong: 477351313 shares were approved, accounting for 99.9962% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656922 shares were approved, accounting for 99.7063% of the total number of valid voting shares held by shareholders attending the meeting. 2.2.4 voting of Wang Xiaojun: 1477351312 shares were approved, accounting for 99.99620h of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.7062% of the total number of valid voting shares held by shareholders attending the meeting. 2.2.5 voting: 1477351312 shares were approved, accounting for 99.9962% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.70620h of the total number of valid voting shares held by shareholders attending the meeting. \u3000\u3000\u3000\u3000－５－
On the voting of sun Chunsheng on 2.2.6 of Shanxi Coking Co., Ltd.: 477351312 shares were agreed, accounting for 99.9962% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.7062% of the total number of valid voting shares held by shareholders attending the meeting. 2.3 proposal on general election of the board of directors of the company (independent director) 2.3.1 voting of Yue Lihua: 1477, 115015 shares were approved, accounting for 99.9802% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18420624 shares were approved, accounting for 98.44340h of the total number of valid voting shares held by shareholders attending the meeting. 2.3.2 voting of Li Yumin: 1477115016 shares were approved, accounting for 99.9802% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18420625 shares were approved, accounting for 98.4434% of the total number of valid voting shares held by shareholders attending the meeting. 2.3.3 voting of Zhang Yi: 1477115017 shares were approved, accounting for 99.9802% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18420626 shares were approved, accounting for 98.4434% of the total number of valid voting shares held by shareholders attending the meeting. 2.4 proposal on the general election of the board of supervisors 2.4.1 Kong Xianghua’s voting: 1477351313 shares were agreed, accounting for 99.9962% of the total effective voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656922 shares were approved, accounting for 99.7063% of the total number of valid voting shares held by shareholders attending the meeting.
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On 2.4.2 Chen Zhongli’s voting of Shanxi Coking Co., Ltd.: 477351312 shares, accounting for 99.9962% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.7062% of the total number of valid voting shares held by shareholders attending the meeting. 2.4.3 Cao Ling’s voting: 1477351312 shares were approved, accounting for 99.9962% of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.7062% of the total number of valid voting shares held by shareholders attending the meeting. 2.4.4 voting of Wang Dongqin: 1477351312 shares were approved, accounting for 99.9962yo of the total number of valid voting shares held by shareholders attending the meeting. Total voting of minority shareholders: 18656921 shares were approved, accounting for 99.7062% of the total number of valid voting shares held by shareholders attending the meeting.
3. After review, all the proposals considered at the shareholders’ meeting were passed. Our lawyers believe that the voting methods and procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective. IV. conclusion to sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants, the qualifications of conveners and the voting procedures of the general meeting of shareholders of your company comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and effective. Legal opinions on Shanxi Coking Co.Ltd(600740) Beijing Deheng (Taiyuan) law firm’s first extraordinary general meeting in 2022 (this page is the signature page of Beijing Deheng (Taiyuan) law firm’s legal opinions on Shanxi Coking Co.Ltd(600740) first extraordinary general meeting in 2022)
Beijing Deheng (Taiyuan) law firm
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