Notice of Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders in Sinoma Energy Conservation Ltd(603126) 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
January 2002
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi'an
To: Sinoma Energy Conservation Ltd(603126)
Beijing Jiayuan law firm
About Sinoma Energy Conservation Ltd(603126)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Entrusted by Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") assigned its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and carried out necessary verification. 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, 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 Sinoma Energy Conservation Ltd(603126) articles of Association (hereinafter referred to as the "articles of association"), the convening and convening procedures of this general meeting of shareholders This legal opinion is issued on the qualification, voting procedures and voting results of the participants and conveners of the meeting.
In accordance with 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 (for Trial Implementation) and other provisions, 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.
Sinoma Energy Conservation Ltd(603126) the first extraordinary general meeting of shareholders in 2022 Beijing Jiayuan law firm
1、 Convening and convening procedures of the general meeting of shareholders
1. On December 27, 2021, the eighth meeting of the Fourth Board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2022 on January 13, 2022.
2. On December 28, 2021, the board of directors of the company disclosed the notice of Sinoma Energy Conservation Ltd(603126) on convening the first extraordinary general meeting of shareholders in 2022 on the website designated by China Securities Regulatory Commission, and announced the time, place, meeting method and deliberation matters of the general meeting of shareholders.
3. At 14:00 on January 13, 2022, the general meeting of shareholders was held as scheduled in conference room 2112 of the company, 21 / F, block C, Beichen building, No. 1 Longzhou Road, Beichen District, Tianjin. The meeting was held by combining on-site voting and online voting. The general meeting of shareholders was convened by the board of directors of the company, and Mr. Liu Xide, vice chairman, presided over the meeting. 4. The time for shareholders to vote online through the trading system of Shanghai Stock Exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on January 13, 2022. The time for voting through the Internet voting platform is 9:15 ~ 15:00 on January 13, 2022.
After verification by our lawyers, we believe that the convening and convening procedures of this general meeting of shareholders comply with relevant laws, regulations and the articles of association.
2、 Qualifications of attendees and conveners of the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
Upon verification of the registration data, power of attorney, information provided by Shanghai Stock Exchange Information Network Co., Ltd. and other supporting documents of the shareholders or their entrusted agents attending the meeting, 19 shareholders and entrusted agents attended the meeting, representing 318869436 voting shares of the company, accounting for 52.2308% of the total voting shares of the company.
2. Other personnel attending the shareholders' meeting
Some directors, supervisors and senior managers (including the Secretary of the board of directors) of the company also attended the shareholders' meeting; Our lawyers attended and witnessed the shareholders' meeting by video.
3. Convener of this shareholders' meeting
The convener of this general meeting of shareholders is the board of directors of the company.
After verification by our lawyers, we believe that the qualifications of the attendees and the qualifications of the convener of the general meeting of shareholders
Sinoma Energy Conservation Ltd(603126) the first extraordinary general meeting of shareholders in 2022 Beijing Jiayuan law firm
The qualification is legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders' meeting deliberated the proposals listed in the meeting notice, and the shareholders' meeting adopted the combination of on-site voting and online voting.
2. The shareholders attending the on-site meeting of the general meeting of shareholders voted one by one on the matters listed in the meeting notice by open vote. After the on-site voting, two shareholder representatives and one supervisor representative counted the voting of the shareholders attending the on-site meeting.
3. The company provides online voting platform to shareholders of the company through the trading system of Shanghai Stock Exchange. Shanghai Stock Exchange Information Network Co., Ltd. provides the voting rights and statistics of online voting. The shareholders who voted online at the shareholders' meeting voted through the voting system of the trading system of Shanghai Stock Exchange. 4. After the voting at the shareholders' meeting, the company consolidated and counted the voting results of on-site voting and online voting. According to the combined statistical results of on-site voting and online voting, all proposals considered at the shareholders' meeting were legally passed.
The exchange believes that the voting procedures of the general meeting of shareholders comply with relevant laws, regulations and the articles of Association; The proposals deliberated at the general meeting of shareholders have been deliberated and passed by the shareholders (entrusted agents) attending the general meeting of shareholders. The above voting results 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.
4、 Concluding observations
In conclusion, the exchange believes that the convening and convening procedures of the company's general meeting of shareholders comply with relevant laws, administrative regulations and the articles of Association; The qualifications of the attendees and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company's general meeting of shareholders, and shall not be used for any other purpose without the consent of the exchange.
This legal opinion is made in triplicate.
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