Beijing Hairun Tianrui law firm
About Guocheng Mining Co.Ltd(000688)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guocheng Mining Co.Ltd(000688)
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) and other relevant regulations, Beijing Hairun Tianrui law firm (hereinafter referred to as "the firm") is entrusted by Guocheng Mining Co.Ltd(000688) (hereinafter referred to as "the company") to appoint lawyer Jin Pengfei and Lawyer Wang Yu (hereinafter referred to as "the firm's lawyer") to attend the first extraordinary general meeting of the company in 2022, and discuss the convening and convening procedures, attendees and the qualifications of the convener of the general meeting The deliberation items, voting methods, voting procedures, voting results and other related matters shall be witnessed according to law.
Our lawyers have examined the relevant documents provided by the company for convening the shareholders' meeting. The company has promised the firm and its lawyers that the documents provided and the statements and explanations made are complete, true and effective without any concealment or omission, and issued legal opinions accordingly.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. The exchange agrees that the company will submit this legal opinion as the legal document of the shareholders' meeting together with other documents to Shenzhen stock exchange for review and announcement. We hereby issue the following witness opinions on the convening of the general meeting of shareholders and other related matters in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry:
1、 Convening and convening procedures of this general meeting of shareholders
After verification, the general meeting of shareholders was convened by the board of directors of the company according to the decision of the 35th meeting of the 11th board of directors of the company. With regard to the notice on convening this general meeting of shareholders, the board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com on January 8, 2022. The notice of the general meeting of shareholders lists the convener, time and place of the general meeting of shareholders, matters to be considered, method of holding, participants and registration matters, and the proposals to be considered at the general meeting of shareholders have been fully disclosed in accordance with the law. After verification, the on-site meeting of the general meeting of shareholders was held on January 24, 2022 as scheduled in accordance with the notice of the general meeting of shareholders, and the meeting was presided over by Mr. Wu Cheng, chairman of the board.
Our lawyers believe that the time, method and content of the notice of the shareholders' meeting of the company comply with the requirements of the company law, the securities law, the rules of the shareholders' meeting and the articles of association, and the convening and convening procedures of the shareholders' meeting comply with the provisions of laws, regulations and normative documents.
2、 Qualification of attendees of the general meeting of shareholders
According to the register of shareholders and the signature book of the general meeting of shareholders provided by the company, the following persons attended the on-site meeting of the general meeting of shareholders after verification by the lawyer of the firm:
(I) personnel attending the on-site meeting
1. Shareholders attending the on-site meeting and their authorized representatives
A total of one shareholder and authorized representative of shareholders attended the on-site meeting of the general meeting of shareholders, holding 870800 voting shares, accounting for 0.0766% of the total share capital of the company.
2. Personnel attending on-site meetings as nonvoting delegates
The persons attending the on-site meeting as nonvoting delegates include the directors, supervisors and senior managers of the company and the lawyers of the firm employed by the company.
(II) shareholder qualification of online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in the shareholders' meeting through online voting is 6, representing 40352612 shares, accounting for 3.5481% of the total share capital of the company. In conclusion, our lawyers believe that the personnel attending the shareholders' meeting on site and the shareholders and authorized representatives of shareholders participating in the meeting through online voting meet the provisions of the company law, the rules of the shareholders' meeting and the articles of association, and have the right to review and vote on the proposals of the shareholders' meeting.
3、 Qualification of convener of this general meeting of shareholders
It is verified that the convener of this general meeting of shareholders is the board of directors of the company. The board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com on January 8, 2022, and announced the relevant proposal documents.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders meets the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association.
4、 Deliberations of the general meeting of shareholders
According to the resolution of the 35th meeting of the 11th board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022, the board of directors of the company has announced and disclosed the proposals of the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association:
1.00 proposal on the company, wholly-owned subsidiaries and actual controllers of the company providing guarantees and related party transactions for wholly-owned subsidiaries to apply for bank credit lines
After verification by the lawyers of the firm, the proposals considered at the shareholders' meeting have been listed in the notice of the shareholders' meeting disclosed by the company. The matters actually considered at the shareholders' meeting are consistent with those listed in the notice of the shareholders' meeting. There is no situation of modifying the original meeting agenda, proposing new proposals and voting on matters not listed in the notice of the shareholders' meeting.
5、 Voting methods, procedures and results of this general meeting of shareholders
It is witnessed that the voting of this general meeting of shareholders adopts the combination of on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association. When voting, the same share can only choose one of on-site voting, voting in the trading system of Shenzhen Stock Exchange and voting in the Internet system of Shenzhen Stock Exchange, and cannot vote repeatedly. In case of repeated voting, the first valid voting result shall prevail.
(I) on site voting
The on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice. The on-site voting shall be counted by the scrutineer, and the vote counter shall be responsible for counting the votes. The scrutineer's representative shall announce the on-site voting results on the spot. Our lawyers believe that the voting methods, procedures and results of the on-site meeting of the company's general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
(II) online voting
The company provides shareholders with an online voting platform for this general meeting of shareholders. Shareholders can participate in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The operation process of online voting has been detailed in the meeting notice.
A total of 6 shareholders participated in online voting, representing 40352612 voting shares, accounting for 3.5481% of the total shares of the company.
Our lawyers believe that the online voting of this general meeting of shareholders complies with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, the voting methods and procedures of online voting are legal, and the vote counting results meet the requirements of voting rules.
(III) the shareholders' meeting did not vote on matters not listed in the meeting notice.
(IV) after the voting of this general meeting of shareholders, the company consolidated and counted the voting results of shareholders' on-site voting and online voting. After witnessing, our lawyers confirmed the voting results as follows:
1.00 proposal on the company, wholly-owned subsidiaries and actual controllers of the company providing guarantees and related party transactions for wholly-owned subsidiaries to apply for bank credit lines
Voting results: 41172212 shares were approved, accounting for 99.8758% of the total number of valid voting shares held by shareholders attending the meeting; Among them, the voting of small and medium-sized investors: 41172212 shares were agreed, accounting for 99.8758% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting.
The proposal deliberated at this shareholders' meeting is a special resolution, which has been adopted by more than two-thirds of the total number of valid voting shares held by shareholders and authorized representatives of shareholders who have attended the meeting.
Our lawyers believe that the voting methods, procedures and results of this general meeting of shareholders comply with relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
6、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener of the meeting, the deliberations, voting methods, voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, All resolutions made at this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Hairun Tianrui law firm on the first extraordinary general meeting of shareholders in Guocheng Mining Co.Ltd(000688) 2022) Beijing Hairun Tianrui law firm (seal)
Principal (signature): witness lawyer (signature):
Yan kebing: Jin Pengfei:
Wang Yu:
January 24, 2022
