Beijing Zhonglun law firm
About Tianjin Guangyu Development Co.Ltd(000537)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
23-31 / F, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Tianjin Guangyu Development Co.Ltd(000537)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Tianjin Guangyu Development Co.Ltd(000537)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The provisions of 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 laws, administrative regulations and normative documents of the China Securities Regulatory Commission, as well as the Tianjin Guangyu Development Co.Ltd(000537) articles of Association (hereinafter referred to as the “articles of association”), Issue legal opinions on the following matters of the general meeting of shareholders:
(I) whether the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of this general meeting of shareholders are legal and effective;
(IV) other relevant issues required by the company.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The exchange agrees to announce this legal opinion as the legal document of the general meeting of shareholders, and is willing to bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
Upon the review of the lawyers of the firm, the company announced the notice on convening the first extraordinary general meeting of shareholders in 2022 and the notice on supplementing and correcting the notice on the first extraordinary general meeting of shareholders in 2022 on the website designated by the CSRC on January 12 and January 14, 2022, respectively The registration method of the meeting, the name and telephone number of the permanent contact for meeting affairs and other matters were notified to all shareholders in the form of announcement.
The general meeting of shareholders was held as scheduled at 15:00 p.m. on January 27, 2022 in the conference room on the first floor of Beijing Jingshan hotel. The time and place of the meeting were in line with the contents of the meeting notice. After being elected by half of the directors, Mr. Wang Xiaocheng, the director of the company, served as the moderator of the meeting.
The specific time for shareholders of the 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 27, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 27, 2022. After verification, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association. 2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) personnel attending the general meeting of shareholders
The shareholders attending this shareholders’ meeting are all the shareholders of the company or their authorized representatives registered in Shenzhen Branch of China Securities Clearing Co., Ltd. after the transaction of Shenzhen Stock Exchange on the afternoon of January 20, 2022. A total of 63 shareholders and authorized representatives of shareholders attended the shareholders’ meeting, representing 1447038982 voting shares of the company, accounting for 77.6925% of the total shares of the company. Among them, there are 62 shareholders (hereinafter referred to as “minority shareholders”) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, holding 29129345 voting shares of the company, accounting for 1.5640% of the total shares of the company.
A total of 48 shareholders attended the shareholders’ meeting on site, holding 1424923537 shares, accounting for 76.5051% of the total shares of the company; A total of 15 shareholders attended the shareholders’ meeting through online voting, holding 22115445 shares, accounting for 1.1874% of the total shares of the company.
Some directors, supervisors, senior managers and lawyers of the company attended the shareholders’ meeting. (II) convener of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company.
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders voted by open ballot on the matters listed in the announcement, counted and monitored the votes in accordance with the procedures determined in the articles of association and relevant rules, and announced the voting results on the spot.
The following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on adjusting some non independent directors
The proposal will be voted item by item in the form of cumulative voting. The specific voting conditions are as follows:
1.01 elect Jiao Jianjun as a non independent director of the 10th board of directors of the company
Number of approved shares: 1446810089 shares, accounting for 99.9842% of the votes held by all shareholders attending the meeting.
Among them, the voting results of the minority shareholders attending the meeting were: the number of shares agreed: 28900452 shares, accounting for 99.2142% of the votes held by all the minority shareholders attending the meeting.
Jiao Jianjun was elected as a non independent director of the 10th board of directors of the company, and his term of office expires at the expiration of the 10th board of directors.
1.02 elect sun Peigang as a non independent director of the 10th board of directors of the company
Number of approved shares: 1446810087 shares, accounting for 99.9842% of the votes held by all shareholders attending the meeting.
Among them, the voting results of the minority shareholders attending the meeting were: the number of shares agreed: 28900450 shares, accounting for 99.2142% of the votes held by all the minority shareholders attending the meeting.
Sun Peigang was elected as a non independent director of the 10th board of directors of the company, and his term of office expires at the expiration of the 10th board of directors.
1.03 elect Wang Xiaocheng as a non independent director of the 10th board of directors of the company
Number of approved shares: 1446810087 shares, accounting for 99.9842% of the votes held by all shareholders attending the meeting.
Among them, the voting results of the minority shareholders attending the meeting were: the number of shares agreed: 28900450 shares, accounting for 99.2142% of the votes held by all the minority shareholders attending the meeting.
Wang Xiaocheng was elected as a non independent director of the 10th board of directors of the company, and his term of office expires at the expiration of the 10th board of directors.
1.04 elect Fan Jie as a non independent director of the 10th board of directors of the company
Number of approved shares: 1446810089 shares, accounting for 99.9842% of the votes held by all shareholders attending the meeting.
Among them, the voting results of the minority shareholders attending the meeting were: the number of shares agreed: 28900452 shares, accounting for 99.2142% of the votes held by all the minority shareholders attending the meeting.
Fan Jie was elected as a non independent director of the 10th board of directors of the company, and his term of office expires at the expiration of the 10th board of directors.
2. Proposal on adjusting some supervisors
2.01 elect Zhang Xin as the supervisor of the 10th board of supervisors of the company
Voting results: 1446983882 shares were approved, accounting for 99.9962% of the shares held by all shareholders attending the meeting; Against 55100 shares, accounting for 0.0038% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. Among them, the voting results of the minority shareholders attending the meeting were: 29074245 shares were agreed, accounting for 99.8108% of the shares held by the minority shareholders attending the meeting; Oppose 55100 shares, accounting for 0.1892% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Zhang Xin was elected as the supervisor of the 10th board of supervisors of the company, and his term of office expires at the expiration of the 10th board of supervisors.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening, convening and voting procedures, the qualifications of attendees and conveners of this general meeting of shareholders of the company comply with the relevant provisions of the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and the voting results and resolutions of this general meeting of shareholders are legal and effective.
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Tianjin Guangyu Development Co.Ltd(000537) 2022)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Wang Hua
Handling lawyer:
Liu Yunxiang
January 27, 2022
