20th floor, China Resources Building, No. 8 Jianguomen North Street, Beijing zip code: 100005 Tel: (86-10) 85191300 Fax: (86-10) 85191350 [email protected]. Beijing JUNHE law firm
About Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210)
Legal opinion of 2021 annual general meeting
To: Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210)
Beijing JUNHE law firm is subject to Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210) (hereinafter referred to as
The entrustment of the “company”) is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the
The rules of the general meeting of shareholders of the municipal company (hereinafter referred to as the rules of the general meeting of shareholders) and other laws, regulations, rules and
Articles of association of jingjinfang HVAC Energy Saving Technology Co., Ltd. (hereinafter referred to as the articles of association), Beijing JinFang heating
Rules of procedure of the general meeting of shareholders of Tong Energy Saving Technology Co., Ltd. (hereinafter referred to as the rules of procedure of the general meeting of shareholders)
Relevant provisions of the company’s 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”)
Issue this legal opinion.
This legal opinion only deals with the convening and convening procedures of this general meeting of shareholders and the number of people attending this general meeting of shareholders
Whether the qualifications of members, conveners and voting procedures of the meeting comply with relevant Chinese laws and regulations and the company seal
The provisions of the “procedures” and whether the voting results are legal and effective will not be considered by the shareholders’ meeting
The content of the proposal and the authenticity, accuracy or legitimacy of the relevant facts or data expressed in the proposal
opinion.
For the purpose of issuing this legal opinion, we have examined the relevant documents provided by the company and obtained the company’s approval
Make the following guarantee to the exchange: the company has provided the exchange with the necessary, true
Complete written materials, copies, copies or oral testimony, without any omission or concealment; Its place
The documents provided and the signatures and seals on the documents are true; The documents provided and the facts stated are
True, accurate and complete. It is essential for the issuance of this legal opinion and independent evidence cannot be obtained
Based on the facts, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, the company or its
This legal opinion is issued based on the statement or confirmation issued by the other party.
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of this general meeting of shareholders
Beijing headquarters Tel: (86-10) 85191300 Shenzhen Branch Tel: (86-755) 25870765 Dalian Branch Tel: (86-411) 82507578 Hong Kong Branch Tel: (852) 21670000 Fax: (86-10) 85191350 Fax: (86-755) 25870780 Fax: (86-411) 82507579 Fax: (852) 21670050 Shanghai Branch Tel: (86-21) 52985488 Guangzhou Branch Tel: (86-20) 28059088 Haikou Branch Tel: (86-898) 68512544 New York branch Tel: (1-212) 7038702 Fax: (86-21) 52985492 Fax: (86-20) 28059099 Fax: (86-898) 68513514 Fax: (1-212) 7038720 Silicon Valley Branch Tel: (1-888) 8868168 Hangzhou branch Tel: (86-571) 26898188 Qingdao Branch Tel: (86-532) 68695010 Chengdu Branch Tel: (86-28) 67398001 Fax: (1-888) 8082168 Fax: (86-571) 26898199 Fax: (86-532) 68695000 Fax: (86-28) 67398000 www.junhe.com com. With the written consent of the, no one shall use it for any other purpose.
Affected by the epidemic of pneumonia caused by novel coronavirus infection, the lawyers assigned by the exchange attended the shareholders’ meeting by video, witnessed the shareholders’ meeting, and checked and verified the documents and facts related to the shareholders’ meeting provided by the company in accordance with the provisions and requirements of relevant laws and regulations, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. On this basis, the exchange has issued the following legal opinions on the facts occurring on and before the date of issuance of the legal opinion:
1、 On the convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the announcement of the resolution of the 13th meeting of the Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210) third board of directors and the notice of Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “meeting notice”) announced by the board of directors on April 29, 2022, this general meeting of shareholders was convened by the board of directors of the company, and the board of directors of the company has made a resolution on it.
Accordingly, the convening of this general meeting of shareholders of the company complies with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
(II) notice and proposal of this shareholders’ meeting
According to the notice of the meeting, the board of directors of the company has issued a notice to all shareholders in the form of announcement 20 days in advance. The notice of the meeting, the suggestive announcement on convening the 2021 annual general meeting of shareholders and precautions related to epidemic prevention and control (hereinafter referred to as suggestive announcement I) announced by the board of directors on May 16, 2022 and the suggestive announcement on convening the 2021 annual general meeting of shareholders (hereinafter referred to as suggestive announcement II) announced on May 18, 2022 include the time, place, method, convener Topics to be considered at the meeting, equity registration date, participants and registration methods, among which the interval between equity registration date and the date of the meeting shall not exceed 7 working days.
Accordingly, the notice and proposal of this shareholders’ meeting of the company comply with the relevant provisions of the company law, the rules of shareholders’ meeting and the articles of association.
(III) convening of this general meeting of shareholders
The shareholders’ meeting was held by means of online video conference, and voting was conducted by combining offline voting and online voting. In view of the severe epidemic situation recently, the shareholders’ meeting was changed from on-site meeting to video conference. The actual time, place and method of the general meeting of shareholders are consistent with the time, place and method notified in the notice of meeting, suggestive announcement I and suggestive announcement II. The general meeting of shareholders was presided over by Yang Jianxun. The convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
The shareholders’ meeting adopts the online voting system of Shenzhen Stock Exchange. The voting time through the trading system voting platform is the trading time period on May 20, 2022, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on May 20, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders are legal and effective. 2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) participants
According to the verification of our lawyers, 14 shareholders or shareholder representatives and shareholder agents (hereinafter referred to as “shareholders”) attended the online video conference and online voting of the general meeting of shareholders, representing 65131587 voting shares of the company, accounting for 717719% of the total shares of the company.
1. Attendance of online video conference
According to the information and relevant verification documents provided by the company, a total of 8 shareholders attended the online video conference of the general meeting of shareholders, representing 54130866 voting shares of the company, accounting for 596496% of the total shares of the company. According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the above shareholders have the right to attend the general meeting of shareholders.
Affected by the epidemic of pneumonia caused by novel coronavirus infection, the directors, supervisors and Secretary of the board of directors of the company, lawyers and other senior managers of the firm participated in the shareholders’ meeting by video.
2. Participation in online voting
According to the voting results issued by Shenzhen Securities Information Co., Ltd. provided by the company, a total of 6 shareholders participated in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 11 Xi’An Catering Co.Ltd(000721) voting shares of the company, accounting for 121223% of the total shares of the company.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualification of such shareholders participating in the online voting of the general meeting of shareholders meets the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the personnel attending the general meeting of shareholders meets the relevant provisions of the rules of general meeting of shareholders and the articles of association.
(II) convener qualification
According to the resolution of the 13th meeting of the third board of directors and the notice of meeting, the board of directors of the company convened this shareholders’ meeting.
Accordingly, the qualification of the convener of this general meeting of shareholders meets the relevant provisions of the rules of general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) according to the witness of our lawyers, the general meeting of shareholders adopted a combination of offline open voting and online voting, and the shareholders attending the meeting voted on the proposal included in the agenda of the general meeting of shareholders. When the general meeting of shareholders votes on the proposal, the lawyers, shareholder representatives and supervisor representatives of the exchange shall be jointly responsible for counting and supervising the votes.
(II) according to the review of the lawyers of the firm, the matters actually deliberated at the shareholders’ meeting are consistent with the proposals announced by the board of directors in the notice of meeting, and there is no amendment to the proposals during the deliberation of the meeting, which is in line with the relevant provisions of the rules of shareholders’ meeting.
(III) according to the review of our lawyers, the online video conference fulfilled all the agenda and voted in writing; Online voting is conducted through the online voting system according to the time period determined in the meeting notice. The voting method complies with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
(IV) according to the review of the lawyers of the firm, the shareholders’ representatives and supervisors’ representatives were elected at the shareholders’ meeting, and were jointly responsible for counting and monitoring the votes together with the lawyers of the firm, and counting the votes on the matters considered at the meeting. According to the voting results, the host of the shareholders’ meeting announced the voting situation of attending the shareholders’ meeting through online video conference on the spot. The procedure complies with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
(V) according to the counting of the voting results made by the representatives of shareholders and supervisors, as well as the voting results issued by Shenzhen Securities Information Co., Ltd. provided by the company, and reviewed by the lawyers of the firm, the following proposals were adopted at the general meeting of shareholders:
1. The proposal on the 2021 annual report and summary of the company was deliberated and passed
Voting results: 65130187 shares agreed, accounting for 999979% of the total voting shares attending the general meeting of shareholders; 1400 shares opposed, accounting for 0.0021% of the total voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (excluding directors, supervisors and senior managers, the same below) who hold less than 5% of the company’s shares at the meeting
