Beijing Jindu law firm
About Shanxi Coal International Energy Group Co.Ltd(600546)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Shanxi Coal International Energy Group Co.Ltd(600546)
Beijing Jindu law firm (hereinafter referred to as Jindu) accepts the entrustment of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as the company), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations, departmental rules and regulations in force in the people's Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) In accordance with the normative documents and the current effective Shanxi Coal International Energy Group Co.Ltd(600546) articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, and issued this legal opinion on matters related to the general meeting of shareholders. Affected by the covid-19 pneumonia epidemic in Beijing and the epidemic prevention requirements in Beijing, Taiyuan and other places, the lawyers assigned by the exchange witnessed the shareholders' meeting by video.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association approved by the first extraordinary general meeting of shareholders in 2022;
2. Announcement on the resolution of the third meeting of Shanxi Coal International Energy Group Co.Ltd(600546) the eighth board of directors;
3. Announcement on the resolution of the second meeting of Shanxi Coal International Energy Group Co.Ltd(600546) the eighth board of directors;
4. Announcement on the resolution of the second meeting of Shanxi Coal International Energy Group Co.Ltd(600546) the eighth board of supervisors;
5. Notice of Shanxi Coal International Energy Group Co.Ltd(600546) on convening the second extraordinary general meeting of shareholders in 2022;
6. Announcement of Shanxi Coal International Energy Group Co.Ltd(600546) on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022;
7. Independent opinions of Shanxi Coal International Energy Group Co.Ltd(600546) independent directors on matters related to the second meeting of the eighth board of directors of the company;
8. Materials for the second extraordinary general meeting of shareholders in Shanxi Coal International Energy Group Co.Ltd(600546) 2022
9. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
10. Registration records and certificate materials of shareholders attending the on-site meeting;
11. Statistical results of online voting of the general meeting of shareholders provided by SSE Information Network Co., Ltd;
12. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
13. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, They will not express their opinions on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts and data expressed in these proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company's shareholders' meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without Kindu's consent.
In accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 28, 2022, the second meeting of the eighth board of directors of the company deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on May 18, 2022. On April 30, 2022, the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And other information disclosure media designated by the CSRC published the notice on convening the second extraordinary general meeting of shareholders in 2022.
On May 6, 2022, the third meeting of the eighth board of directors of the company deliberated and approved the proposal on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022, and decided to add the proposal on profit distribution plan in 2021 and submit it to the general meeting of shareholders for deliberation.
On May 7, 2022, the company made an announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And other information disclosure media designated by the CSRC published the announcement on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on May 18, 2022 in the conference room on the 4th floor, block B, Century Plaza, No. 115 Changfeng street, Taiyuan. The on-site meeting was presided over by Chairman Wang Weimin.
3. The time of online voting through the trading system of Shanghai Stock Exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 18, 2022; The time of voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals considered at the meeting are consistent with those announced in the notice on convening the second extraordinary shareholders' meeting in 2022 and the announcement on adding interim proposals to the second extraordinary shareholders' meeting in 2022.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of meeting personnel and convener of this general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders' meeting, the shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch have the right to attend the shareholders' meeting at the closing of the afternoon of May 11, 2022 (Wednesday), the equity registration date of the shareholders' meeting.
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the certificate of legal representative or power of attorney and other relevant materials, and confirmed that there were 3 shareholders and shareholders' agents attending the company's shareholders' meeting, representing 1148135282 voting shares, accounting for 579148% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., 51 shareholders participated in the online voting of the general meeting of shareholders, representing 98514352 voting shares, accounting for 4.9693% of the total voting shares of the company;
Among them, there are 52 shareholders (hereinafter referred to as "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, representing 4.9758% of the total voting shares of the company.
In conclusion, the total number of shareholders attending this general meeting is 54, representing 1246649634 voting shares, accounting for 628840% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending / attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, Secretary of the board of directors and other senior managers of the company and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders' meeting is consistent with the notice on convening the second extraordinary shareholders' meeting in 2022 and the announcement on adding interim proposals to the second extraordinary shareholders' meeting in 2022
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shanghai Stock Exchange or Internet voting system within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with statistical data files of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Proposal on the company providing guarantee for the wholly-owned subsidiary Shanxi jinshida International Trade Co., Ltd. to apply for credit extension from the bank
1246631334 shares were approved, accounting for 999985% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 18300 dissenting shares, accounting for 0.0015% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 98625052 shares, accounting for 999814% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 18300 shares opposed, accounting for 0.0186% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
The bill was passed.
2. Proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022
1246631334 shares were approved, accounting for 999985% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 18300 dissenting shares, accounting for 0.0015% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 98625052 shares, accounting for 999814% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 18300 shares opposed, accounting for 0.0186% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
The bill was passed.
3. Proposal on the company's application for comprehensive credit line from the bank
1246631334 shares were approved, accounting for 999985% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 18300 dissenting shares, accounting for 0.0015% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
The bill was passed.
4. About directors
