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About Beijing Haohua Energy Resource Co.Ltd(601101)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Dajia FA Yi Zi [2022] No. 0126 to: Beijing Haohua Energy Resource Co.Ltd(601101)
Entrusted by Beijing Haohua Energy Resource Co.Ltd(601101) (hereinafter referred to as “the company”), Beijing Dajia law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 26, 2022 in the medium-sized conference room on the fourth floor of expert building, No. 2, Xinqiao South Street, Mentougou District, Beijing, 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) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (revised in 2015) (hereinafter referred to as the detailed rules for the implementation of online voting) and other current laws, regulations and normative documents of China, as well as the provisions of the articles of Association of Beijing Haohua Energy Resource Co.Ltd(601101) (hereinafter referred to as the articles of association), on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants Issue legal opinions on the qualification of convener, voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the articles of association and the documents related to the shareholders’ meeting provided by the company, including but not limited to the announcement of the shareholders’ meeting, the proposals and resolutions of the shareholders’ meeting, listened to the statements and explanations of the company on relevant facts, and attended the shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are true, accurate, complete and effective without any concealment or omission. The lawyers of the firm only express legal opinions on relevant legal issues related to the procedural matters of the general meeting of shareholders based on the facts that have occurred before the date of issuance of this legal opinion and their understanding of the facts. Our lawyers do not express legal opinions on the contents of the proposal and the authenticity, accuracy and completeness of the facts and data involved in the proposal. The exchange agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and shall not be used for any other purpose or purpose without the written consent of the exchange.
In accordance with the requirements of Chinese laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening of this general meeting of shareholders
1. Convener of the general meeting of shareholders
According to the notice of the shareholders’ meeting, the shareholders’ meeting is convened by the board of directors. 2. Convening of the general meeting of shareholders
On December 21, 2021, the 12th meeting of the sixth board of directors of the company deliberated and adopted the proposal on replacing directors of the company and other proposals.
On January 11, 2022, the company opened the website of Shanghai Stock Exchange (website: http://www.sse.com.cn. ）The announcement on the convening of the general meeting of shareholders was published on the, which stated the convener of the general meeting of shareholders, the date and time of the meeting, the place of the meeting, the voting method, the object of attendance, the matters to be considered, the registration method of the meeting and other matters.
After verification and verification by our lawyers, the qualification of the convener of the company’s general meeting of shareholders, the time, method and content of the meeting notice comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting and the provisions of the articles of association.
2、 Convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on January 26, 2022 in the company’s conference room by combining on-site voting and online voting. The on-site meeting was presided over by Mr. Guan Zhisheng, chairman of the company.
The online voting of the general meeting of shareholders will be conducted through the online voting system and Internet voting system of the general meeting of shareholders of Shanghai Stock Exchange. Among them: the time of voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the day of the general meeting of shareholders; The time for voting through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification and verification by our lawyers, the actual time and place of the shareholders’ meeting of the company are consistent with those contained in the meeting notice. The convening of the shareholders’ meeting of the company complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for the shareholders’ meeting, the detailed rules for the implementation of online voting and the provisions of the articles of association.
3、 Qualification of attendees of this general meeting of shareholders
According to the articles of association and the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are all shareholders or their agents holding the company’s shares registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on January 21, 2022, as well as the directors, supervisors and Secretary of the board of directors of the company; The persons who have the right to attend the shareholders’ meeting are the general manager, other senior managers and witness lawyers.
1. Shareholders and their proxies attending the general meeting of shareholders
According to the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents attending the meeting, there was one shareholder and his agent attending the meeting, representing 759677953 shares, accounting for 63.3066% of the total shares of the company.
According to the materials provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 15 shareholders voting through the network, representing 27327180 shares, accounting for 2.2772% of the total shares of the company.
A total of 16 shareholders attended the general meeting through on-site and online means, representing 787005133 shares, accounting for 65.5838% of the total shares of the company.
2. Other personnel attending and attending the on-site meeting of the general meeting of shareholders
Some directors and supervisors of the company also attended the shareholders’ meeting. The general counsel of the company and the witness lawyer of the exchange attended the shareholders’ meeting as nonvoting delegates.
After verification and verification by our lawyers, the shareholders or their agents, directors, supervisors and Secretary of the board of directors attending the general meeting of shareholders are qualified to attend the general meeting of shareholders, and other senior managers attending the general meeting of shareholders and our witness lawyers are qualified to attend the general meeting of shareholders, Comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, regulations and normative documents, as well as the provisions of the articles of association.
4、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the shareholders’ meeting deliberated the following resolutions:
1. Proposal on replacing directors of the company.
Proposal 1 requires separate vote counting for small and medium-sized investors, which does not involve related party transactions and is not a special resolution.
After verification and verification by our lawyers, the proposals actually deliberated at this shareholders’ meeting are consistent with the contents of the meeting notice, there is no case of putting forward temporary proposals, nor voting on matters not listed in the meeting notice, and the proposals deliberated are in line with laws and regulations such as the company law, the securities law, the rules for shareholders’ meetings, the detailed rules for the implementation of online voting, etc The provisions of normative documents and the articles of association.
5、 Voting procedures and results of this general meeting of shareholders
1. Voting procedure
The shareholders’ meeting deliberated on the above-mentioned proposals listed in the meeting notice, and voted on the reviewed proposals by combining on-site voting and online voting. After the on-site voting was completed, the shareholders’ representatives, the company’s supervisors and the lawyers of the exchange counted the voting results of the on-site voting; After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the voting results of online voting.
After the voting at the shareholders’ meeting, the company consolidated and summarized the voting results of on-site voting and online voting, and announced the voting results on the spot.
2. Voting results
According to the statistics of the voting results of the company, the shareholders and their agents participating in the general meeting of shareholders
The voting results of the shareholders on the proposals considered at the general meeting are as follows:
1. Proposal on replacing directors of the company
The proposal is an ordinary resolution, which has been approved by two valid voting rights held by shareholders attending the general meeting of shareholders
More than one third of them were considered and adopted.
The voting results are as follows:
The number of votes for the motion accounted for
No. name of proposal: number of votes valid vote of the meeting whether elected
Proportion of rights (%)
1.01 Hao Hongxia 786915636 99.9886 yes
1.02 Xue Lingguang 786909036 99.9877 yes
1.03 Chai Youguo 786964336 99.9948 yes
Among them, the voting of minority investors attending the general meeting of shareholders is as follows:
No. of abstention no. of approval and opposition to the proposal name proportion of votes (%) proportion of votes (%) number of votes (%)
1.00 proposal on replacing directors of the company
1.01 Hao Hongxia 4923425 98.2147% —
1.02 Xue Lingguang 4916825 98.0830% —
1.03 Chai Youguo 4972125 99.1862% —
After verification and verification by our lawyers, the above proposal has been approved by the shareholders and
The proxy deliberated and voted one by one. The voting procedures and voting results comply with the company law, the securities law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws and administrative laws
Regulations, normative documents and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants, the qualifications of conveners, the deliberation of proposals and the voting procedures of the general meeting of shareholders of the company are in line with the provisions of the company law, the securities law, the rules for the general meeting of shareholders, the rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of Association; The voting result of this general meeting of shareholders is legal and valid.
This legal opinion is made in triplicate, two of which are submitted to the company by the exchange and one is filed by the exchange.
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