Hubei outline law firm
About Chn Energy Changyuan Electric Power Co.Ltd(000966)
Legal opinion of the first extraordinary general meeting of shareholders in 2022 to: Chn Energy Changyuan Electric Power Co.Ltd(000966)
Hubei outline law firm (hereinafter referred to as “the firm”) is entrusted by Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and discuss the legality of the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants Issue legal opinions on the qualification of the convener and the legality and validity of voting procedures and voting results.
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 for 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 and other relevant laws and regulations Normative documents and the Chn Energy Changyuan Electric Power Co.Ltd(000966) articles of Association (hereinafter referred to as the “articles of association”), and express legal opinions on the general meeting of shareholders 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 the general meeting of shareholders
The shareholders’ meeting was proposed by the board of directors of the company, and a notice on the shareholders’ meeting was published 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 date of equity registration of 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 as scheduled at 2:50 p.m. on Friday, January 21, 2022. The actual time, place and content of the meeting were consistent with the announcement.
The shareholders’ meeting of the company conducts 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 January 21, 2022; Vote through the Internet voting system from 9:15 a.m. to 3:00 p.m. on January 21, 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 is convened by the board of directors of the company.
Three shareholders and their agents attended the on-site meeting of the company’s general meeting, representing 1868083166 shares, accounting for 73.2679% of the total shares of the listed 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 general 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 January 14, 2022, It is considered that the above persons are qualified to attend the general meeting of shareholders.
According to the data provided by Shenzhen Securities Information Co., Ltd., 27 shareholders voted through the online voting platform during the online voting, representing 94804096 shares, accounting for 3.7183% of the total shares of the listed company.
Other personnel 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 the general meeting of shareholders
The on-site meeting of the company’s general meeting 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 has 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. Deliberated and passed the proposal on the election of supervisors of the company
Total voting: 1962789462 shares were approved, accounting for 99.9950% of the shares held by all shareholders attending the meeting; Object to 20600 shares, accounting for the shares held by all shareholders attending the meeting
0.0010% of; 77200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0039% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 106971732 shares were approved, accounting for 99.9087% of the shares held by minority shareholders attending the meeting; Oppose 20600 shares, accounting for 0.0192% of the shares held by minority shareholders attending the meeting; 77200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0721% of the shares held by minority shareholders attending the meeting.
2. The proposal on Amending the rules of procedure of the board of directors of the company was deliberated and adopted
Total voting: 1960564968 shares were approved, accounting for 99.8817% of the shares held by all shareholders attending the meeting; 2279794 shares opposed, accounting for 0.1161% of the shares held by all shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0022% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 104747238 shares were approved, accounting for 97.8310% of the shares held by minority shareholders attending the meeting; 2279794 shares were opposed, accounting for 2.1293% of the shares held by minority shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0397% of the shares held by minority shareholders attending the meeting.
3. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors of the company
Total voting: 1960564968 shares were approved, accounting for 99.8817% of the shares held by all shareholders attending the meeting; 2279794 shares opposed, accounting for 0.1161% of the shares held by all shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0022% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 104747238 shares were approved, accounting for 97.8310% of the shares held by minority shareholders attending the meeting; 2279794 shares were opposed, accounting for 2.1293% of the shares held by minority shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0397% of the shares held by minority shareholders attending the meeting.
4. The proposal on adjusting the allowance of independent directors of the company was deliberated and adopted
Total voting: 1962773662 shares were approved, accounting for 99.9942% of the shares held by all shareholders attending the meeting; Against 71100 shares, accounting for 0.0036% of the shares held by all shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0022% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 106955932 shares were approved, accounting for 99.8939% of the shares held by minority shareholders attending the meeting; Against 71100 shares, accounting for 0.0664% of the shares held by minority shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0397% of the shares held by minority shareholders attending the meeting.
5. The total voting results of the proposal on hiring audit institutions in 2021 and their remuneration: 1962789462 shares were approved, accounting for 99.9950% of the shares held by all shareholders attending the meeting; Oppose 55300 shares, accounting for 0.0028% of the shares held by all shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0022% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 106971732 shares were approved, accounting for 99.9087% of the shares held by minority shareholders attending the meeting; Against 55300 shares, accounting for 0.0516% of the shares held by minority shareholders attending the meeting; 42500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0397% of the shares held by minority shareholders attending the meeting.
According to the voting results, the proposals included in the shareholders’ meeting were adopted. The voting situation and results of the proposal were announced at the meeting, and the shareholders attending the meeting did not raise any objection to the voting results. It is verified that the voting procedures and voting results of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Conclusion
After verification, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of Association; The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate with the same legal effect. (there is no text below) (this page is only the special signature and seal page of the legal opinion of Hubei outline law firm on Chn Energy Changyuan Electric Power Co.Ltd(000966) the first extraordinary general meeting of shareholders in 2022)
Principal of Hubei outline law firm:
Handling lawyer:
January 21, 2002
