Hubei outline law firm
About Chn Energy Changyuan Electric Power Co.Ltd(000966)
Legal opinion of 2021 annual general meeting of shareholders
To: Chn Energy Changyuan Electric Power Co.Ltd(000966)
Entrusted by Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as “the company”), Hubei outline law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), and issues legal opinions on the legitimacy of the convening and convening procedures, the qualification of the attendees, the qualification of the convener, and the legitimacy and validity of the voting procedures and voting results of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting, reviewed the relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters. In the process of reviewing relevant documents, the company guarantees and promises to us that the documents and explanations it submits to us are true, and has provided the original written materials, copies or oral testimony necessary for this legal opinion, and the relevant copies or copies are consistent with the original.
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, other relevant laws, regulations, normative documents and Chn Energy Changyuan Electric Power Co.Ltd(000966) articles of Association (hereinafter referred to as the “articles of association”), And give legal opinions on this shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
The lawyer of the firm agrees that the company will announce the legal opinion together with the resolution of the general meeting of shareholders, and bear legal responsibility for the legal opinion according to law.
The legal opinions are as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was proposed to be convened by the board of directors of the company, and a notice on the shareholders’ meeting was issued in the securities times, China Securities Journal and cninfo.com 15 days before the meeting, disclosing the time, place, agenda, participants, on-site meeting registration methods The registration date of the shareholders entitled to attend the meeting and their rights to entrust agents to attend and vote in writing. The above announcement has listed the matters discussed at the shareholders’ meeting and disclosed the contents of all proposals as required. After issuing the above meeting notice, the convener did not modify the proposals listed in the meeting notice or add new proposals.
The general meeting of shareholders is held by combining on-site voting and online voting.
Witnessed by our lawyers, the general meeting of shareholders was held in the company’s conference room at 2:50 p.m. on Friday, May 20, 2022. The actual time, place and content of the meeting were consistent with the announcement.
The shareholders’ meeting of the company will conduct online voting through the trading system of Shenzhen Stock Exchange, and the time is 9:15-9:25 a.m., 9:30-11:30 a.m. and 1:00-3:00 p.m. on May 20, 2022; Vote through the Internet voting system from 9:15 a.m. to 3:00 p.m. on May 20, 2022.
It is verified that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 On the qualifications of the attendees and conveners of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company.
Three shareholders attended the on-site meeting of the company’s general meeting, representing 1934475897 shares, accounting for 703618% of the total voting shares of the company. The lawyer of the firm checked the identity certificate, shareholding certificate and power of attorney provided by the shareholders or shareholder agents attending the shareholders’ meeting with the company’s register of shareholders and other relevant supporting documents provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at the closing of the market on the afternoon of May 13, 2022, and considered that the above-mentioned persons were qualified to attend the shareholders’ meeting.
According to the data provided by Shenzhen Securities Information Co., Ltd., 20 shareholders voted through the online voting platform during the online voting, representing 7872304 shares, accounting for 0.2863% of the total voting shares of the company. Other persons attending the on-site meeting of the general meeting of shareholders are directors, supervisors, senior managers and witness lawyers of the company.
It is verified that the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders of the company voted on the matters listed in the announcement by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association. The company made consolidated statistics on the voting results of the on-site meeting and online voting results of the general meeting of shareholders. The voting results of the general meeting of shareholders are as follows:
1. Review and approve the work report of the board of directors in 2021
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for the shares held by all shareholders attending the meeting
0.0264%; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Review and approve the work report of the board of supervisors of the company in 2021
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for small and medium-sized shares attending the meeting
0.5925% of the shares held by Dong; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. The annual report and summary of the company in 2021 were reviewed and adopted
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
6. Deliberated and passed the proposal on the company’s 2022 annual financial budget report
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for the shares held by all shareholders attending the meeting
0.0264%; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
7. The proposal on Amending the articles of association was deliberated and adopted
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. This proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for 0.5925% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
8. Deliberated and passed the proposal on the outline of the company’s “14th five year plan” development plan
Total voting: 1941835501 shares were approved, accounting for 999736% of the shares held by all shareholders attending the meeting; Against 512700 shares, accounting for 0.0264% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 8 Lifan Technology(Group)Co.Ltd(601777) 1 shares were approved, accounting for 994075% of the shares held by minority shareholders attending the meeting; Against 512700 shares, accounting for small and medium-sized shares attending the meeting
0.5925% of the shares held by Dong; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
9. Deliberated and adopted the proposal on the general election of the board of directors of the company
9.1 election of non independent directors
Total voting:
Candidate: Zhao Hu, number of shares agreed: 1941816206 shares, accounting for 999726% of the total number of valid voting shares attending the shareholders’ meeting, and elected with more than 50% of the total number of voting shares attending the meeting.
Candidate: Yuan Bing, number of shares agreed: 1941816207 shares, accounting for 999726% of the total number of valid voting shares attending the shareholders’ meeting, and elected with more than 50% of the total number of voting shares attending the meeting.
Candidate: Yuan Guangfu, the number of shares agreed is 1941816206, accounting for 999726% of the total number of valid voting shares attending the shareholders’ meeting, and was elected with more than 50% of the total number of voting shares attending the meeting.
Candidate: Liu Zhiqiang, number of shares agreed: 1941816207 shares, accounting for 999726% of the total number of valid voting shares attending the shareholders’ meeting, and elected with more than 50% of the total number of voting shares attending the meeting.
Candidate: Zhu Zhengang, number of shares agreed: 1941828206 shares, accounting for 999732% of the total number of valid voting shares attending the shareholders’ meeting, and elected with more than 50% of the total number of voting shares attending the meeting.
Candidate: Li Liang, the number of shares agreed is 1941816207, accounting for 999726% of the total number of valid voting shares attending the shareholders’ meeting, and is elected with more than 50% of the total number of voting shares attending the meeting.
Total voting of minority shareholders:
The number of shares held by the minority shareholders: 847699% of the shares held by Zhao Hu, accounting for 8499%.
Candidate: Yuan Bing, number of shares agreed: 85998477 shares, accounting for 993852% of the shares held by minority shareholders attending the meeting.
Candidate: Yuan Guangfu, agree on the number of shares
