Beijing Jindu (Chengdu) law firm
About Sichuan Datong Gas Development Co.Ltd(000593)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Sichuan Datong Gas Development Co.Ltd(000593)
Beijing Jindu (Chengdu) law firm (hereinafter referred to as the firm) accepts the entrustment of Sichuan Datong Gas Development Co.Ltd(000593) (hereinafter referred to as the company), 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 2016) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations currently 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) According to the relevant provisions of the regulations, normative documents and the current effective articles of association, a lawyer shall be appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on January 17, 2022, and issue this legal opinion on the relevant matters of the general meeting of shareholders.
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 current effective articles of association of the company (hereinafter referred to as the articles of association);
2. Announcement on resolutions of the 15th meeting of the 12th board of directors of the company;
3. The company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on December 31, 2021（ http://www.cn.info.com.cn. ）Notice of Sichuan Datong Gas Development Co.Ltd(000593) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting of shareholders);
4. The company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on January 12, 2022（ http://www.cn.info.com.cn. ）The Sichuan Datong Gas Development Co.Ltd(000593) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022;
5. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
6. Registration records and voucher materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 8. The proposal of the company’s general meeting of shareholders and the announcement related to the contents of relevant proposals;
9. 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 to provide 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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, It does not express any opinion on the content of the proposal considered at the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in the proposal. 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, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued at this shareholders’ meeting are legal and accurate, and that there are no false records, misleading statements or major omissions, and 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 the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and 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 the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 30, 2021, the 15th meeting of the 12th board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 17, 2022.
On December 31, 2021, the company made announcements in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）And other information disclosure media designated by the CSRC published the notice of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
1. The general meeting of shareholders adopts a combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 17, 2022 in the company’s conference room on the 10th floor of Hualian east ring Plaza, No. 55 Jianshe Road, Chengdu. The on-site meeting was presided over by LV Tao, a director elected by more than half of the directors of the company.
3. The time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 17, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 17, 2022.
After verification by our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. 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 personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
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 or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 2 Shareholders and shareholder agents attending the general meeting, representing 153609856 voting shares, accounting for 42.8323% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 15 shareholders participated in the online voting of the general meeting of shareholders, representing 1095602 voting shares, accounting for 0.3055% of the total voting shares of the company.
Among them, there are 15 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 1095602 voting shares, accounting for 0.3055% of the total voting shares of the company.
To sum up, 17 shareholders attended the general meeting, representing 154705458 voting shares, accounting for 43.1378% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending / attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors, 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 the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the notice of the general meeting of shareholders 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 Shenzhen Stock Exchange or the Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data documents 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. The voting results of the proposal to change the company name and securities abbreviation and amend the articles of association are as follows:
Accounting for the number of shares (shares) of the shareholders attending the meeting and the effective voting rights of the general meeting, including: the proportion of the total number of small and medium-sized shares discussed by small and medium-sized shareholders, the proportion of shares (shares) held by shareholders
Agreed 154491856 99.8619% 882000 80.5037%
Objection 210002 0.1357% 210002 19.1677%
Waiver 3600 0.0023% 3600 0.3286%
The proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
The lawyers of the firm believe that the voting procedures and votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, 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, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(this page is the signature page of the witness opinion of the general meeting of shareholders, without text)
Handling lawyer of Beijing Jindu (Chengdu) law firm: Liu Hu, Yang Yujia unit leader: Lu Yong January 17, 2022
