Beijing Guofeng law firm
About Beijing Spc Environment Protection Tech Co.Ltd(002573)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0036
To: Beijing Spc Environment Protection Tech Co.Ltd(002573) (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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the measures for the administration of securities legal business conducted by law firms (hereinafter referred to as the “practice measures”) issued by the China Securities Regulatory Commission And the articles of association of your company (hereinafter referred to as the “articles of association”) and other relevant provisions, we have appointed 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 32nd meeting of the 5th board of directors of your company and convened by the board of directors of your company. On January 11, 2022, the board of directors of your company published in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice of Beijing Spc Environment Protection Tech Co.Ltd(002573) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released. The aforesaid notice specifies the time and place of the on-site meeting of the 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, and list the matters to be considered at this meeting.
(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 your company was held as scheduled at 14:30 p.m. on January 26, 2022 in conference room 703, 7th floor, CPPCC News Building, 69 xibalizhuang Road, Haidian District, Beijing. It was presided over by the chairman of your company. The specific time for your company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 26, 2022. The specific time for voting through the Internet voting system is any time from 9:15 to 15:00 on January 26, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws, administrative 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 the shareholders attending the on-site meeting, the register of shareholders as of the equity registration date of the meeting, the identity documents and power of attorney of the shareholders attending the on-site meeting, and the online voting statistical results fed back by Shenzhen Securities Information Co., Ltd., which have been verified and confirmed by your company and our lawyers, A total of 18 shareholders (shareholders’ proxies) voted on site and online at this meeting, representing 846894029 shares, accounting for 60.3320% of the total shares of your company. In addition to the shareholders (shareholders’ agents) of your company, the directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
After inspection, the qualification of the on-site meeting personnel attending the meeting meets the provisions of relevant laws and regulations, normative documents and the articles of association, which is legal and effective; The qualification of online voting shareholders participating in this meeting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company’s announced meeting notice. After deliberation, the meeting voted on the following proposals in accordance with the voting procedures specified in the articles of association:
1. The proposal on signing EPC contract and related party transactions with Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. was voted and passed
Voting results: 846670729 shares were approved, accounting for 99.9736% of the total number of valid voting shares attending the meeting; 223300 opposed shares, accounting for 0.0264% 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 adding non independent directors to the 5th board of directors of the company was voted and adopted
Voting results: 846459829 shares were approved, accounting for 99.9487% of the total number of valid voting shares attending the meeting; 434200 opposition shares, accounting for 0.0513% 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.
Lawyers of the firm, shareholders’ representatives elected on site and supervisors’ representatives are jointly responsible for counting and supervising votes. 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 the above-mentioned proposal separately and disclose the voting results separately. After verification, the above-mentioned proposals 1-2 have been adopted by more than half of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting.
To sum up, the voting procedures and results of this meeting of your company comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, 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 of the general meeting of shareholders and other normative documents and the articles of association. 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.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the first extraordinary general meeting of shareholders in Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Xue Yuting
Pang Ying
January 26, 2022
