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Beijing Tongshang law firm Shanghai Branch
Legal opinion on China Security Co.Ltd(600654) the first extraordinary general meeting of shareholders in 2022
To: China Security Co.Ltd(600654)
In accordance with the provisions of 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 (hereinafter referred to as "relevant laws") and the China Security Co.Ltd(600654) articles of Association (hereinafter referred to as "the articles of association"), Beijing Tongshang law firm Shanghai Branch (hereinafter referred to as "the office") as the special legal adviser of China Security Co.Ltd(600654) (hereinafter referred to as "the company"), at the request of the company, Appoint Lawyer Liu Jingyi and lawyer Guo Weishan (hereinafter collectively referred to as "our lawyer") to attend the first extraordinary general meeting of China Security Co.Ltd(600654) 2022 (hereinafter referred to as "this meeting") held by the company on January 27, 2022, witness the legitimacy of this meeting, and issue this legal opinion according to law.
In this legal opinion, our lawyers only express their opinions on the procedures for convening and convening this meeting, the qualifications of the personnel attending this meeting and whether the voting procedures comply with the provisions of relevant laws and the articles of association, as well as the voting results of the proposals deliberated at this meeting, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals. Our lawyer assumes that the materials submitted by the company to our lawyer (including but not limited to the resident ID card, stock account card, power of attorney, business license, etc.) are true and complete, the signatures and / or seals on the materials are true, and the copies or copies of the materials are consistent with the original or the original.
The lawyers of our firm have verified and verified the materials and facts related to the issuance of this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and holding of this meeting
On January 11, 2022, the board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and issued the notice on China Security Co.Ltd(600654) convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "meeting notice") on January 11, 2022 The attendees of the meeting and other relevant matters shall be announced.
The meeting was conducted by combining on-site meeting and online voting. The on-site meeting was held at room 2407, 24 / F, Gangtai Plaza, 700 Yan'an East Road, Huangpu District, Shanghai at 15:30 p.m. on January 27, 2022; The online voting time is January 27, 2022, in which the shareholders of the company conduct online voting through the trading system of Shanghai Stock Exchange at 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022; The voting time through the Internet voting platform is 9:15-15:00 on January 27, 2022.
After verification, the time, method and content of the notice of the meeting issued by the company comply with the relevant provisions of relevant laws and the articles of Association; The actual time, place and deliberation items of this meeting are consistent with those announced in the meeting notice. The convening and convening procedures of this meeting and the qualifications of the convener shall comply with the relevant provisions of relevant laws, administrative regulations and the articles of association.
2、 Qualifications of participants in this meeting
1. Shareholders attending the meeting
A total of 52 shareholders attended the meeting, representing 485149143 voting shares, accounting for 39.3047% of the total voting shares of the company. Among them, 10 shareholders attended the on-site meeting of the meeting, representing 480087153 voting shares, accounting for 38.8946% of the total voting shares of the company; A total of 42 shareholders participated in the meeting through online voting, representing 5061990 voting shares, accounting for 0.4101% of the total voting shares of the company (of which 48691587 shares held by Shenzhen Zhongheng Huizhi Investment Co., Ltd. are non voting shares, and the total number of effective voting shares is 479286251).
After verification, the personnel attending the on-site meeting of the meeting meet the qualifications specified in relevant laws and the articles of association, and have the right to attend the meeting and exercise their voting rights according to law.
2. Other participants
The meeting was also attended by some directors, supervisors, senior managers and lawyers of the firm. According to the articles of association, these personnel are qualified to attend the meeting.
3. Convener
The convener of this general meeting of shareholders is the board of directors of the company, which is qualified to convene the general meeting of shareholders.
Our lawyers believe that the on-site attendants of the general meeting of shareholders meet the provisions of relevant laws and the articles of association, their qualifications are legal and valid, and the qualification of the convener of the general meeting of shareholders is legal and valid.
3、 Voting procedure of this meeting
The meeting voted on the following proposals listed in the meeting notice (the following voting results are the combined statistical results of on-site voting and online voting):
1. Review the proposal on the election of directors
The proposal adopts cumulative voting to vote item by item and elect 6 non independent directors. According to the voting results, Wu Bowen, Wang Lei, Zhao Yang, Cha Lei, Li Kai and Zhang Min were elected as non independent directors of the 11th board of directors of the company. The specific voting conditions and results are as follows:
1.01 proposal on electing Wu Bowen as a director
Voting results: 480807491 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521240 shares, accounting for 25.9469% of the total effective voting shares held by these shareholders.
1.02 proposal on electing Wang Lei as a director
Voting results: 480807483 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521232 shares, accounting for 25.9467% of the total effective voting shares held by these shareholders.
1.03 proposal on electing Zhao Yang as a director
Voting results: 480807487 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521236 shares, accounting for 25.9468% of the total effective voting shares held by these shareholders.
1.04 proposal on electing Cha Lei as a director
Voting results: 480807486 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521235 shares, accounting for 25.9468% of the total effective voting shares held by these shareholders.
1.05 review the proposal on electing Li Kai as a director
Voting results: 480807492 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521241 shares, accounting for 25.9469% of the total effective voting shares held by these shareholders.
1.06 proposal on electing Zhang Min as a director
Voting results: 480807486 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1521235 shares, accounting for 25.9468% of the total effective voting shares held by these shareholders.
2. Review the proposal on the election of independent directors
The proposal adopts cumulative voting to vote item by item and elect three independent directors. According to the voting results, Lu Wei, Yu Yumiao and Xiang Yan were elected as independent directors of the 11th board of directors of the company. The specific voting conditions and results are as follows:
2.01 proposal on electing Lu Wei as an independent director
Voting results: 481097031 shares were approved, accounting for 99.1647% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1810780 shares, accounting for 30.8854% of the total number of effective voting shares held by these shareholders.
2.02 proposal on electing Yu Yumiao as an independent director
Voting results: 481097485 shares were approved, accounting for 99.1648% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1811234 shares, accounting for 30.8931% of the total effective voting shares held by these shareholders.
2.03 proposal on electing Xiang Yan as an independent director
Voting results: 481097488 shares were approved, accounting for 99.1648% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting results of other shareholders except the directors, supervisors and senior managers of the company and the shareholders who individually or jointly hold more than 5% of the shares of the company: 1811237 shares, accounting for 30.8932% of the total number of effective voting shares held by these shareholders.
3. Review the proposal on the election of supervisors
The proposal adopts cumulative voting to vote item by item and elect two supervisors. According to the voting results, Li Shicheng and Wang Xu were elected as supervisors of the 11th board of supervisors of the company. The specific voting conditions and results are as follows:
3.01 proposal on electing Li Shi as supervisor
Voting results: 480807486 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting.
3.02 deliberation on the proposal on electing Wang Xu as supervisor
Voting results: 480807486 shares were approved, accounting for 99.1050% of the total number of valid voting shares held by shareholders attending the meeting.
The shareholders attending the meeting voted on the above proposals by open ballot through on-site meeting and online voting. Shanghai Stock Exchange Information Network Co., Ltd. consolidated and counted the voting results of on-site and online voting, and the above-mentioned motion was passed.
Our lawyers believe that the voting procedures of this meeting comply with the relevant provisions of relevant laws and the articles of association. 4、 Concluding observations
Our lawyers believe that the procedures for convening and convening this meeting, the qualifications of the convener, the qualifications of the personnel attending the on-site meeting and the voting procedures of this meeting all comply with the relevant provisions of relevant laws and the articles of association, and the voting results of the proposals deliberated at this meeting are legal and effective.
This legal opinion is made in quintuplicate.
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