Hubei Dewei JunShang law firm
Matters related to the public solicitation of entrusted voting rights by Hubei Energy Group Co.Ltd(000883) independent directors
Legal opinion
Hubei Dewei JunShang law firm
Dewell&Partners
20-21 / F, Zhuoer International Center, No. 588, Jianshe Avenue, Jianghan District, Wuhan
Hubei Dewei JunShang law firm
About Hubei Energy Group Co.Ltd(000883)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
De Wei Jun Shang e Neng LV Yi (2022) No. 002 to: Hubei Energy Group Co.Ltd(000883) independent director Mr. Li Xiyuan
Entrusted by Mr. Li Xiyuan, an independent director of Hubei Energy Group Co.Ltd(000883) , the exchange, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions on the solicitation of shareholders’ rights”), and other laws Regulations, normative documents and relevant provisions of the articles of association, With regard to the matters related to the independent directors soliciting the voting rights of the company’s first extraordinary general meeting of shareholders in 2022 held on January 21, 2022 (hereinafter referred to as “this solicitation of voting rights”) from all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for the meeting after the end of the stock market trading on the afternoon of January 11, 2022, Issue this legal opinion.
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), other laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence, good faith and full verification, we ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, that there are no false records, misleading statements or major omissions, and bear the corresponding legal liabilities.
In order to issue this legal opinion, our lawyers consulted the documents related to the solicitation of voting rights, including relevant records, materials and explanations, and verified the relevant facts and legal matters related to the solicitation of voting rights. During the review and verification, the institute assumes that:
1. All documents and relevant materials provided to lawyers are true, complete and effective without any concealment, omission and falsehood. If the documents are copies or copies, their contents shall be consistent with the original or the original;
2. The signatories of all documents submitted to lawyers have full civil capacity, and their signing has been properly and effectively authorized.
Our lawyers rely on the supporting documents issued by relevant government departments or units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
This legal opinion is only for the purpose of Mr. Li Xiyuan’s public solicitation of entrusted voting rights, and shall not be used for any other purpose.
In accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions:
1、 Legal basis for soliciting voting rights
The solicitation of voting rights is that Mr. Li Xiyuan, an independent director of the company, is entrusted by other independent directors as the soliciter to send an invitation to all shareholders except the incentive objects of the company’s restricted stock incentive plan or the shareholders associated with the incentive objects, Solicit voting opinions on proposals 1.00, 2.00, 3.00, 4.00 and 5.00 at the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting”) held on January 21, 2022.
According to the provisions of the company law, shareholders can entrust agents to attend the general meeting of shareholders, and the agents shall submit the power of attorney of shareholders to the company and exercise their voting rights within the scope of authorization. According to the relevant provisions of the securities law, independent directors of listed companies can act as solicitors, either by themselves or by entrusting securities companies and securities service institutions to publicly request shareholders of listed companies to entrust them to attend the shareholders’ meeting on their behalf, and exercise shareholders’ rights such as proposal right and voting right on their behalf. According to the relevant provisions of the administrative measures, when a listed company holds a general meeting of shareholders to review the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. According to the relevant provisions of the Interim Provisions on the solicitation of shareholders’ rights, independent directors of listed companies can act as solicitors to solicit publicly by themselves or by entrusting securities companies and securities service institutions. According to the articles of association, independent directors can publicly solicit shareholders’ voting rights.
Our lawyers believe that according to the above provisions, the public solicitation of voting rights complies with the provisions of the company law, the securities law, the administrative measures, the Interim Provisions and other laws and regulations, normative documents and the articles of association.
2、 Subject qualification of solicitors
The person soliciting voting rights this time is Mr. Li Xiyuan, an independent director of the company. The basic information is as follows:
Mr. Li Xiyuan, male, born in July 1962, is a doctoral student and professor. He is now an independent director of the company and a professor of the school of economics and management of Wuhan University. At present, the company has not held shares, has not been punished for securities violations, and has not involved in major civil litigation or arbitration related to economic disputes.
According to the report on public solicitation of entrusted voting rights by Hubei Energy Group Co.Ltd(000883) independent directors announced by Hubei Energy Group Co.Ltd(000883) , the collector, Mr. Li Xiyuan, publicly solicited entrusted voting rights on the proposals related to the restricted stock incentive plan in the first extraordinary general meeting of Hubei Energy Group Co.Ltd(000883) 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, Mr. Li Xiyuan is not allowed to publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions.
To sum up, our lawyers believe that the subject qualification of the collector meets the relevant provisions of the Interim Provisions and has the subject qualification of public solicitation of voting rights.
3、 Report on Hubei Energy Group Co.Ltd(000883) independent directors’ public solicitation of entrusted voting rights and solicitation scheme
On December 31, 2021, Mr. Li Xiyuan prepared the report on Hubei Energy Group Co.Ltd(000883) independent directors’ public solicitation of entrusted voting rights (hereinafter referred to as the “report on public solicitation of entrusted voting rights”), including the statement of the soliciter, the basic information of the company and the solicitation, the basic information of the shareholders’ meeting, the basic information of the soliciter, the soliciter’s voting on the solicitation The report on public solicitation of entrusted voting rights shall be signed by the soliciter and submitted to the convener for announcement and disclosure in the designated media.
According to the report on public solicitation of entrusted voting rights, this solicitation of entrusted voting rights is carried out publicly free of charge. The objects of this solicitation of voting rights are all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting after the end of the stock market trading on the afternoon of January 11, 2022; The collection time is from January 12, 2022 to January 16, 2022 (8:30-12:00 a.m. and 14:30-17:30 p.m. every day); The solicitation method is to open it on cninfo (www.cn. Info. Com. CN.) And other information disclosure media to issue announcements to solicit entrusted voting rights. In addition, the report on public solicitation of entrusted voting rights specifies the procedures and steps of this solicitation of voting rights.
The report on public solicitation of entrusted voting rights has attached the power of attorney for public solicitation of entrusted voting rights by Hubei Energy Group Co.Ltd(000883) independent directors, which lists the names of various proposals and the period of entrustment at the shareholders’ meeting.
Our lawyers believe that the report on public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation plan comply with the provisions of the Interim Provisions, relevant laws and regulations and the articles of association.
4、 Voting right solicitation and exercise results
According to the confirmation of the independent director, as of 17:30 on January 16, 2022, Hubei Energy Group Co.Ltd(000883) independent director Mr. Li Xiyuan had not received the voting right entrustment from the shareholders.
After verification, our lawyers believe that the results of this solicitation and exercise of voting rights comply with the relevant provisions of the Interim Provisions.
5、 Concluding observations
To sum up, our lawyers believe that Mr. Li Xiyuan, an independent director of Hubei Energy Group Co.Ltd(000883) , has the subject qualification of soliciting voting rights this time, and there is no situation that he is not allowed to solicit voting rights as a soliciter in public as stipulated in the interim provisions; The report on public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation scheme comply with the relevant provisions of the interim provisions; The results of this solicitation and exercise of voting rights comply with the relevant provisions of the interim provisions; Hubei Energy Group Co.Ltd(000883) independent director Mr. Li Xiyuan’s solicitation of voting rights is legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by our lawyer.
