Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-01050867666 Fax: 86-01065527227
Email / e-mail: [email protected].
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Beijing Kangda law firm
About Shanxi Blue Flame Holding Company Limited(000968)
Legal opinion of 2021 annual general meeting
Kangda guhui Zi [2022] No. 0264 to: Shanxi Blue Flame Holding Company Limited(000968)
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shanxi Blue Flame Holding Company Limited(000968) company (hereinafter referred to as “the company”) to assign its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting”). Affected by the pneumonia caused by novel coronavirus, the lawyers assigned by the firm attended the meeting by video.
According to 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”), 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 detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Shanxi Blue Flame Holding Company Limited(000968) articles of Association (hereinafter referred to as the “articles of association”) and other provisions expressed legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, the voting procedures and the voting results. The lawyer appointed by the exchange witnessed the shareholders’ meeting by video.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) 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 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, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the seventh meeting of the seventh board of directors of the company.
According to the notice of Shanxi Blue Flame Holding Company Limited(000968) on convening the 2021 annual general meeting of shareholders issued on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method, deliberation matters, etc. of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held at 14:00 p.m. on Thursday, May 19, 2022 at Taiyuan Wanshi Jinghua Hotel (No. 126, Pingyang Road, Xiaodian District, Taiyuan), presided over by Chairman Zhai huibing.
The online voting time of this meeting is May 19, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 09:15-09:25, 09:30-11:30 and 13:00-15:00 on May 19, 2022. The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 p.m. on May 19, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 15 shareholders and shareholders’ agents attended the meeting, representing 572412971 shares with voting rights, accounting for 591640% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation, the identity certificates and power of attorney of shareholders and their agents attending the meeting, there were 3 shareholders and their agents attending the on-site meeting, and 525072836 voting shares representing the company, accounting for 542709% of the total voting shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon of May 13, 2022 (Friday).
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 12 shareholders participated in the online voting of this meeting, and 47340135 shares representing the voting shares of the company, accounting for 4.8930% of the total voting shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, there were 13 small and medium-sized investor shareholders who attended the on-site meeting or participated in online voting, and 55505063 shares representing the voting shares of the company, accounting for 5.7369% of the total voting shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other persons attending or attending this meeting as nonvoting delegates include directors, supervisors, senior managers of the company and lawyers of this firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and adopted the work report of the board of directors in 2021
999444% of the total voting shares held. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; 35600 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
2. Deliberated and adopted the work report of the board of supervisors in 2021
The voting result was that 572094871 shares were approved, accounting for 999444% of the total voting shares held by shareholders and shareholders’ agents attending the meeting. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; 35600 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
3. Deliberated and adopted the financial final accounts report of 2021
The voting result was that 572094871 shares were approved, accounting for 999444% of the total voting shares held by shareholders and shareholders’ agents attending the meeting. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; 35600 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
4. Reviewed and approved the profit distribution plan for 2021
The voting result was: 572130471 shares were approved, accounting for 999506% of the total voting shares held by shareholders and shareholder agents attending the meeting. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 55222563 shares agree, accounting for 994910% of the total voting shares held by minority investor shareholders attending the meeting; 282500 shares opposed, accounting for 0.5090% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
5. Deliberated and adopted the 2021 annual report and summary
The voting result was that 572094871 shares were approved, accounting for 999444% of the total voting shares held by shareholders and shareholders’ agents attending the meeting. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; 35600 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
6. Deliberated and passed the proposal on renewing the appointment of accounting firms in 2022
The voting result was that 572094871 shares were approved, accounting for 999444% of the total voting shares held by shareholders and shareholders’ agents attending the meeting. Against 282500 shares, accounting for 0.0494% of the shares held by all shareholders attending the meeting; 35600 shares were abstained, accounting for 0.0062% of the shares held by all shareholders attending the meeting.
Among them, the voting result of the shareholders of small and medium-sized investors on the proposal was: 55186963 shares agreed, accounting for 994269% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 282500 shares opposed, accounting for 0.5090% of the total voting shares held by minority investor shareholders attending the meeting; 35600 shares abstained, accounting for 0.0641% of the total voting shares held by minority investor shareholders attending the meeting. 7. The proposal on the company’s compliance with the conditions for public issuance of corporate bonds was deliberated and adopted
The voting result was: 572026871 shares were approved, accounting for 999325% of the total voting shares held by shareholders and shareholder agents attending the meeting. Against 386100 shares, accounting for 0.0675% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 55118963 shares agree, accounting for 993044% of the total voting shares held by minority investor shareholders attending the meeting; 386100 shares opposed, accounting for 0.6956% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
8. Deliberated and passed the proposal on the public issuance of corporate bonds
(1) Issuance scale
The voting result was: 572026871 shares were approved, accounting for 999325% of the total voting shares held by shareholders and shareholder agents attending the meeting. Against 386100 shares, accounting for 0.0675% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 55118963 shares agree, accounting for 993044% of the total voting shares held by minority investor shareholders attending the meeting; 386100 shares opposed, accounting for 0.6956% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0% of the total voting shares held by minority investor shareholders attending the meeting
