Hubei Dewei JunShang law firm about Hubei Energy Group Co.Ltd(000883)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Hubei Dewei JunShang law firm
Dewell & Partners
20-21 / F, Zhuoer International Center, No. 588, Jianshe Avenue, Jianghan District, Wuhan
About Hubei Energy Group Co.Ltd(000883)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
De Wei Jun Shang e Neng LV Yi (2022) No. 001 to: Hubei Energy Group Co.Ltd(000883)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents issued by the CSRC, the articles of association of Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as the “articles of association”) and the rules of procedure of Hubei Energy Group Co.Ltd(000883) general meeting of shareholders (hereinafter referred to as the “rules of procedure”), Entrusted by Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as “the company”), Hubei Dewei JunShang law firm (hereinafter referred to as “the firm”) appoints lawyer Li Shanshan and lawyer Shao Tingting (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of the company in 2022, and discusses the convening, convening procedures, qualification of attendees and convener of the shareholders’ meeting Issue legal opinions on the legality and validity of voting procedures and voting results.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s general meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of the company’s general meeting of shareholders.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening procedures of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. On January 1, 2022, the company published information on the designated information disclosure media and cninfo (www.cn. Info. Com. CN.) The notice of Hubei Energy Group Co.Ltd(000883) on convening the first extraordinary general meeting of shareholders in 2022 was published on the; On January 13, 2022, the company published information on the designated information disclosure media and cninfo (www.cn. Info. Com. CN.) The notice of Hubei Energy Group Co.Ltd(000883) on convening the first extraordinary general meeting of shareholders in 2022 (after extension) was published on the website.
The notice of the above meeting specifies the time, place, deliberation items, convening method, attendees, voting method, meeting registration items and other contents of the general meeting of shareholders.
According to the investigation, the convening procedure of the general meeting of shareholders of the company complies with the provisions of laws and regulations and the articles of association. (II) convening procedures of the general meeting of shareholders
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company passes the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for shareholders of the company. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on Friday, January 21, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The voting time is from 9:15 to 15:00 on Friday, January 21, 2022.
At 14:45 p.m. on January 21, 2022, the on-site meeting of the general meeting of shareholders was held in conference room 3706, energy building, No. 137, Xudong street, Hongshan District, Wuhan.
According to the verification of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with laws and regulations, normative documents, the articles of association and rules of procedure.
2、 Personnel attending the general meeting of shareholders
According to the registration data, power of attorney and other supporting documents of the shareholders attending the meeting or their entrusted agents, as well as the data provided by the system of Shenzhen Stock Exchange, there were 142 shareholders and shareholder representatives attending the meeting and shareholders voting through the Internet, representing 4706054091 shares, accounting for 72.3180% of the total shares of the company. Among them, there are 4 shareholders voting on site, representing 2801396890 shares, accounting for 43.0491% of the total shares of the company; 138 shareholders voted online, representing 1904657201 shares, accounting for 29.2689% of the total shares of the company.
Other persons attending the general meeting of shareholders are directors, supervisors, senior managers of the company and lawyers hired by the company (lawyers of the firm).
Upon verification by our lawyers, the above-mentioned persons are qualified to attend the general meeting of shareholders.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the meeting notice, and the meeting adopted a combination of on-site voting and online voting. The shareholders’ meeting did not vote on matters not listed in the meeting notice.
The shareholders attending the on-site meeting of the general meeting of shareholders voted one by one on the matters listed in the notice by open vote. The company counted and monitored the votes of the on-site meeting of the general meeting of shareholders in accordance with the vote counting rules listed in the notice and with reference to the vote counting procedures specified in the articles of association, The votes of small and medium-sized investors (except the directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company) shall be counted separately. Conduct online voting and counting according to the online voting data provided by the trading system of Shenzhen Stock Exchange and the Internet.
After the online voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting. The voting results were as follows:
1. Proposal on Hubei Energy Group Co.Ltd(000883) restricted stock long term incentive plan (Draft)
Voting results: 4682379375 shares were approved, accounting for 99.4969% of the total voting shares attending the meeting; 23669216 opposed shares, accounting for 0.5030% of the total voting shares attending the meeting; 5500 shares abstained, accounting for 0.0001% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 22491007 shares were agreed, accounting for 48.7180% of the valid voting shares held by small and medium-sized investors attending the meeting; Against 23669216 shares, accounting for 51.2701% of the valid voting shares held by small and medium-sized investors attending the meeting; 5500 shares were abstained, accounting for 0.0119% of the valid voting shares held by small and medium-sized investors attending the meeting.
2. Proposal on and abstract
Voting results: 4680337375 shares were approved, accounting for 99.4535% of the total voting shares attending the meeting; 25712116 shares opposed, accounting for 0.5463% of the total voting shares attending the meeting; 5500 shares abstained, accounting for 0.0001% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 20449007 shares were agreed, accounting for 44.2948% of the valid voting shares held by small and medium-sized investors attending the meeting; Against 25712116 shares, accounting for 55.6933% of the valid voting shares held by small and medium-sized investors attending the meeting; 5500 shares were abstained, accounting for 0.0119% of the valid voting shares held by small and medium-sized investors attending the meeting.
3. Proposal on formulating the measures for the administration of Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan
Voting results: 4680243075 shares were approved, accounting for 99.4515% of the total voting shares attending the meeting; Against 25138716 shares, accounting for 0.5342% of the total voting shares attending the meeting; 672300 shares were abstained, accounting for 0.0143% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 20354707 shares were agreed, accounting for 44.0905% of the valid voting shares held by small and medium-sized investors attending the meeting; Against 25138716 shares, accounting for 54.4532% of the valid voting shares held by small and medium-sized investors attending the meeting; 672300 shares were abstained, accounting for 1.4563% of the valid voting shares held by small and medium-sized investors attending the meeting.
4. Proposal on formulating the administrative measures for the implementation and assessment of Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan
Voting results: 4680397875 shares were approved, accounting for 99.4548% of the total voting shares attending the meeting; 25567416 opposed shares, accounting for 0.5433% of the total voting shares attending the meeting; 88800 shares abstained, accounting for 0.0019% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 20509507 shares were agreed, accounting for 44.4258% of the valid voting shares held by small and medium-sized investors attending the meeting; 25567416 shares opposed, accounting for 55.3818% of the valid voting shares held by small and medium-sized investors attending the meeting; 88800 shares were abstained, accounting for 0.1924% of the valid voting shares held by small and medium-sized investors attending the meeting.
5. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021
Voting results: 4680403375 shares were approved, accounting for 99.4549% of the total voting shares attending the meeting; 25561916 opposed shares, accounting for 0.5432% of the total voting shares attending the meeting; 88800 shares abstained, accounting for 0.0019% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 20515007 shares were agreed, accounting for 44.4377% of the valid voting shares held by small and medium-sized investors attending the meeting; 25561916 shares opposed, accounting for 55.3699% of the valid voting shares held by small and medium-sized investors attending the meeting; 88800 shares were abstained, accounting for 0.1924% of the valid voting shares held by small and medium-sized investors attending the meeting.
According to the voting situation, all proposals considered at the general meeting of shareholders have been adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the resolutions adopted at this general meeting of shareholders are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of the company’s general meeting of shareholders comply with the provisions of relevant laws and regulations, normative documents, the articles of association and rules of procedure, and the resolutions adopted by the general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
