Beijing Hairun Tianrui law firm
About
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Beijing Hairun Tianrui law firm
About Tianjin Songjiang Co.Ltd(600225)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Tianjin Songjiang Co.Ltd(600225)
According to the law of the people’s Republic of China on the stock exchange, the rules of the people’s Republic of China on the listing of listed companies and other relevant laws and regulations of the people’s Republic of China According to the normative documents and the relevant provisions of the articles of association of Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as the articles of association) and the rules of procedure of Tianjin Songjiang Co.Ltd(600225) general meeting of shareholders (hereinafter referred to as the rules of procedure of general meeting of shareholders), Beijing Hairun Tianrui law firm (hereinafter referred to as the “firm”) accepts the entrustment of Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as the “company”) to appoint Tang Shenqiu, a lawyer Lawyer Hou Weiman attended the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held on February 9, 2022, witnessed the relevant matters of the company’s general meeting of shareholders in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion.
In order to issue this legal opinion, our lawyers consulted the relevant documents provided by the company related to the general meeting of shareholders and listened to the statements and explanations of the company on relevant facts. The company has promised that the relevant documents and statements and explanations provided to the exchange are true, accurate and complete without any false records, misleading statements or major omissions.
The lawyers of the firm will only discuss the convening and convening procedures of the general meeting of shareholders, the qualifications of the attendees and conveners according to the facts that have occurred or existed before the issuance date of this legal opinion, the relevant laws, regulations and normative documents of China, as well as the articles of association and rules of procedure of the general meeting of shareholders To express legal opinions on matters to be considered, voting procedures and voting results at the meeting. 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.
This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose or purpose.
1、 On the convening and convening procedures of this general meeting of shareholders
(I) on December 31, 2021, the company held the 26th meeting of the 10th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 and other proposals.
(II) on January 25, 2022, the company published the website of China Securities Journal, Shanghai Securities News and Shanghai Stock Exchange (website: http://www.sse.com.cn. ）The notice of Tianjin Songjiang Co.Ltd(600225) on convening the first extraordinary general meeting of shareholders in 2022 (No.: 2022-007) was published on the. These announcements set out the time, place, equity registration date, convening method, proposals submitted to the general meeting for deliberation, meeting registration methods, voting procedures through online voting, etc.
(III) the general meeting of shareholders is held by combining on-site voting and online voting.
(1) The on-site meeting was held at 14:30 p.m. on February 9, 2022 in the conference room on the third floor of the company, building 1, tianwanyuan public building, Huandao West Road, northeast of the intersection of Youyi South Road and outer ring road, Xiqing District, Tianjin.
(2) Online voting is conducted from February 9 to February 9, 2022, including 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 9, 2022 through the voting platform of the trading system of Shanghai Stock Exchange, and 9:15-15:00 on February 9, 2022 through the Internet voting platform of Shanghai Stock Exchange.
(IV) on February 9, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled, and the chairman of the company, Mr. Yan Peng, presided over the general meeting of shareholders.
The actual time, place, method and content of the shareholders’ meeting are consistent with the company’s announcement.
The lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the relevant laws, regulations, normative documents of China, the articles of association and the rules of procedure of the general meeting of shareholders.
2、 On the qualifications of the personnel attending the general meeting of shareholders
All shareholders and their agents attending the general meeting of shareholders are the shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of Shanghai Stock Exchange on January 27, 2022.
(I) shareholders attending the on-site meeting
A total of 3 shareholders and their agents attended the on-site meeting, and the number of shares of the company held or represented was
700685475 shares, accounting for 20.5396% of the total voting shares of the company.
All shareholders attending the on-site meeting hold relevant shareholding certificates, and all shareholder agents also hold written power of attorney and relevant certificates.
(II) shareholders voting through online voting system
According to the statistics of Shanghai Stock Exchange Information Network Co., Ltd., there are 3 shareholders voting through the online voting system during the online voting time, holding 187550759 shares of the company, accounting for 5.4978% of the total voting shares of the company. Its shareholder qualification is examined and approved by Shanghai Stock Exchange Information Network Co., Ltd., and its lawyers rely on its effectiveness to confirm and adopt it.
(III) other participants
The on-site meeting of the general meeting of shareholders was also attended by the company’s directors, supervisors, Secretary of the board of directors and other senior managers, as well as the witness lawyers of the exchange.
Verified by our lawyers, the shareholders, shareholders’ agents and other participants attending the on-site meeting of the general meeting of shareholders have corresponding qualifications. The qualifications of shareholders participating in the online voting of the general meeting of shareholders have corresponding qualifications under the condition that the identity of shareholders authenticated by the trading system of Shanghai Stock Exchange is accurate, and comply with relevant laws, regulations and rules of China Normative documents and relevant provisions of the articles of association and rules of procedure of the general meeting of shareholders. 3、 On the qualification of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the 10th board of directors of the company, who is qualified to convene this general meeting of shareholders and complies with the relevant provisions of relevant Chinese laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
4、 New proposal for this shareholders’ meeting
Verified by the lawyers of the exchange, the contents of the shareholders’ meeting are consistent with the contents of the notice and announcement of the meeting, and there is no temporary proposal.
5、 On the deliberation items, voting methods, procedures and voting results of this general meeting of shareholders
(I) the general meeting of shareholders adopts the combination of on-site voting and online voting.
(II) shareholders attending the on-site meeting of the general meeting of shareholders, their proxies and shareholders participating in online voting voted on the proposals of the general meeting of shareholders by open ballot in accordance with the regulations.
The company monitored, checked and counted the votes in accordance with the relevant laws, regulations and normative documents of China, as well as the relevant provisions and procedures of the articles of association and the rules of procedure of the general meeting of shareholders, and announced the voting results in time.
(III) after the voting of the general meeting of shareholders, the company will summarize and count the online voting results and on-site voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd. (IV) according to the voting results of the proposal of the general meeting of shareholders, the shareholders and their proxies participating in the voting of the general meeting of shareholders effectively voted and passed the following proposal, which was considered and adopted by the general meeting of shareholders.
1. Proposal on change of accounting firm.
According to the verification of the lawyers of the firm, the proposals listed in the notice and announcement of the meeting are considered and voted by the shareholders participating in the meeting and their proxies item by item by open ballot, and the votes are monitored in accordance with the procedures specified in the articles of association and the rules of procedure of the general meeting of shareholders, According to the statistical results, the proposal of the meeting was effectively voted through. The deliberation items, voting methods, procedures and voting results of this general meeting of shareholders comply with the relevant laws, regulations, normative documents of China, the articles of association and the rules of procedure of the general meeting of shareholders.
6、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, the matters considered and voting methods and procedures, and the voting results of the shareholders’ meeting of the company comply with the relevant laws, regulations and normative documents of China, as well as the articles of association and rules of procedure of the shareholders’ meeting, and the resolutions formed at the meeting are legal Effective.
This legal opinion is made in triplicate, all of which have the same legal effect.
