Beijing Jindu law firm
About China Express Airlines Co.Ltd(002928)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: China Express Airlines Co.Ltd(002928)
Beijing Jindu law firm (hereinafter referred to as the firm) accepts the entrustment of China Express Airlines Co.Ltd(002928) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations, rules and normative documents in force in the people’s Republic of China (hereinafter referred to as China) and the relevant provisions of the articles of association in force, A lawyer was appointed 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 February 10, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The China Express Airlines Co.Ltd(002928) articles of Association (hereinafter referred to as the articles of association);
2. On January 25, 2022, the company published the announcement on the resolution of the 23rd Meeting of the second board of directors, China Express Airlines Co.Ltd(002928) , the announcement on the resolution of the 16th meeting of the second board of supervisors, China Express Airlines Co.Ltd(002928) , the prior approval opinions of independent directors on matters related to the 23rd meeting of the second board of directors, China Express Airlines Co.Ltd(002928) on cninfo.com and the website of Shenzhen Stock Exchange Independent opinions of independent directors on matters related to the 23rd Meeting of the second board of directors of the company;
3. Notice on convening the first extraordinary general meeting of shareholders in 2022 published on cninfo.com and the website of Shenzhen Stock Exchange on January 25, 2022;
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. The proposal of the company’s general meeting of shareholders and the announcement involving the contents of relevant proposals;
7. Statistical results and other documents of online voting at the general meeting of shareholders;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 24, 2022, the 23rd Meeting of the second board of directors of the company deliberated and approved the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on February 10, 2022.
On January 25, 2022, the company published the notice of China Express Airlines Co.Ltd(002928) on convening the first extraordinary general meeting of shareholders in 2022 in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by China Securities Regulatory Commission.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 on February 10, 2022 in conference room 524, new office building China Express Airlines Co.Ltd(002928) No. 30 Hang’an Road, Jiangbei International Airport, Yubei District, Chongqing.
3. The time for online voting through the trading system of Shenzhen stock exchange is February 10, 2022. Among them, the voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 10, 2022; The voting time through the Internet voting platform is 9:15-15:00 on February 10, 2022.
After verification by the lawyers of the firm, the actual time, place, method and proposal of the shareholders’ meeting are consistent with the time, place, method and matters submitted to the meeting for deliberation in the notice on convening the first extraordinary shareholders’ meeting in 2022.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the certificate or power of attorney of the legal representative of the legal shareholder attending the general meeting of shareholders, as well as the personal identity certificate of the natural person shareholder attending the general meeting of shareholders, the power of attorney and identity certificate of the authorized agent and other relevant materials, It is confirmed that there are 4 shareholders and shareholders’ agents attending the company’s general meeting, representing 585765345 voting shares, accounting for 58.0577% of the total voting shares 1 of the company.
According to the online voting results of the general meeting of shareholders, 57 shareholders participated in the online voting of the general meeting of shareholders, representing 180438679 voting shares, accounting for 17.8840% of the total voting shares of the company; As of the date of equity registration of this shareholders’ meeting, the total share capital of the company was 1013567644 shares. The Company repurchased 4630299 shares of the company through centralized bidding trading through the special securities repurchase account. According to the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 – share repurchase (SZS [2022] No. 21), the shares in the special account for share repurchase of listed companies do not enjoy the voting right of the general meeting of shareholders. Therefore, the total number of voting shares in this general meeting of shareholders is 1008937345.
Among them, there are 57 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 180438679 voting shares, accounting for 17.8840% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 61, representing 766204024 voting shares, accounting for 75.9417% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include the company’s directors, supervisors, Secretary of the board of directors, senior managers and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders’ meeting is consistent with the notice of China Express Airlines Co.Ltd(002928) on convening the first extraordinary shareholders’ meeting in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
After the voting information of the shareholders of Shenzhen stock exchange is provided through the Internet trading system, the voting information of the shareholders of Shenzhen stock exchange is provided through the Internet trading system.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. The specific voting results are as follows:
1. The voting results of the proposal on the termination of public issuance of convertible corporate bonds by the company are as follows:
766143224 shares were approved, accounting for 99.9921% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 55100 shares, accounting for 0.0072% of the total voting shares of shareholders and proxy representatives attending the meeting; 5700 shares were abstained, accounting for 0.0007% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 180377879 shares, accounting for 99.9663% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 55100 shares, accounting for 0.0305% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 5700 shares were abstained, accounting for 0.0032% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
2. The voting results of the proposal on the company meeting the conditions for non-public offering of shares are as follows:
766036824 shares were approved, accounting for 99.9782% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 163000 opposed shares, accounting for 0.0213% of the total voting shares of shareholders and proxy representatives attending the meeting; 4200 shares were abstained, accounting for 0.0005% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 180271479 shares, accounting for 99.9073% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Opposed 163000 shares, accounting for 0.0903% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 4200 shares were abstained, accounting for 0.0023% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
3. The voting results of the proposal on the company’s non-public offering of shares are as follows:
3.01 type and par value of shares issued
180275479 shares were approved, accounting for 99.9096% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 163000 opposed shares, accounting for 0.0903% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstained 200 shares, accounting for 0.0001% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 180275479 shares, accounting for 99.9096% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 163000 shares, accounting for 20% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting
