Beijing Guofeng law firm
About Xinjiang Tianfu Energy Co.Ltd(600509)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0027
To: Xinjiang Tianfu Energy Co.Ltd(600509) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission In accordance with the relevant provisions of the measures for the administration of securities legal business of law firms (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), we appoint lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting") and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was decided to be held at the 11th meeting of the 7th board of directors of your company and convened by the board of directors. On January 5, 2022, the board of directors of your company published in Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Xinjiang Tianfu Energy Co.Ltd(600509) on convening the first extraordinary general meeting of shareholders in 2022 was publicly announced. The notice specified the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, list the deliberation matters of this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled in the conference room of your company on January 21, 2022, presided over by Mr. Liu Wei, chairman of your company. The specific time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 21, 2022; The specific time for voting through the Internet system of Shanghai Stock Exchange is 9:15-15:00 a.m. on January 21, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
In conclusion, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by SSE Information Network Co., Ltd., and the register of shareholders as of the equity registration date of the meeting, which have been verified and confirmed by your company and our lawyers, A total of 25 shareholders (shareholders' proxies) voted on site and online at this meeting, representing 516860578 shares, accounting for 44.8891% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our firm also attended the meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualifications of the above shareholders participating in online voting have been certified by the trading system and Internet voting system of Shanghai Stock Exchange.
3、 Voting procedures and results of this meeting
It is verified that the matters considered and voted at this meeting are all the proposals listed in the announced meeting notice of your company. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. The proposal on the company's application for bank credit in 2022 was voted and passed;
Voting results: 515513378 shares were approved, accounting for 99.7393% of the total number of valid voting shares attending the meeting; 1347200 opposed shares, accounting for 0.2607% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
2. The proposal on the company's long-term loan plan in 2022 was voted and passed;
Voting results: 515513378 shares were approved, accounting for 99.7393% of the total number of valid voting shares attending the meeting; 1347200 opposed shares, accounting for 0.2607% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
3. The proposal on the company's mortgage plan in 2022 was voted and passed;
Voting results: 515193378 shares were approved, accounting for 99.6774% of the total number of valid voting shares attending the meeting; 1667200 opposition shares, accounting for 0.3226% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
4. The proposal on providing guarantee for wholly-owned subsidiaries expected to be newly added by the company in 2022 was voted and passed;
Voting results: 515213978 shares were approved, accounting for 99.6814% of the total number of valid voting shares attending the meeting; 1646600 opposed shares, accounting for 0.3186% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
5. The proposal on providing guarantee for the company's new controlling shareholders in 2022 was voted and passed; Voting results: 41917438 shares were approved, accounting for 96.1743% of the total number of valid voting shares attending the meeting; 1667400 opposition shares, accounting for 3.8257% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; The affiliated shareholders Xinjiang Tianfu Group Co., Ltd. (the controlling shareholder of the company) and Shihezi Tianxin Investment Development Co., Ltd. (the wholly-owned subsidiary of the controlling shareholder of the company) avoided voting and avoided voting 473275740 shares.
6. The proposal on the expected daily connected transactions of the company in 2022 was voted and passed;
Voting results: 41938238 shares were approved, accounting for 96.2220% of the total number of valid voting shares attending the meeting; 1646600 opposed shares, accounting for 3.7780% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; The affiliated shareholders Xinjiang Tianfu Group Co., Ltd. (the controlling shareholder of the company) and Shihezi Tianxin Investment Development Co., Ltd. (the wholly-owned subsidiary of the controlling shareholder of the company) avoided voting and avoided voting 473275740 shares.
The lawyers of the firm, two shareholder representatives elected on site and supervisor representatives are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, your company will count the votes of small and medium-sized investors on relevant proposals separately and disclose the voting results separately.
After verification, the above proposals 1 to 4 have been approved by more than half of the effective voting rights held by the shareholders (shareholders' agents) attending the meeting; The above proposals 5 to 6 are approved by more than half of the effective voting rights held by the non affiliated shareholders (shareholder agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
