26 / F, building 1, Xingye taikoohui Hong Kong Xingye center, 288 Shimen 1st Road, Shanghai Post Code: 200041 Tel: (86-21) 5298 5488 Fax: (86-21) 5298 5492 [email protected]. About Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangsu Zhongnan Construction Group Co.Ltd(000961)
JUNHE law firm Shanghai Branch (hereinafter referred to as “the office”) accepts the entrustment of Jiangsu Zhongnan Construction Group Co.Ltd(000961) (hereinafter referred to as “the company”), 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, 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 and regulations In accordance with the relevant provisions of the normative documents (hereinafter referred to as “laws and regulations”) and the articles of Association (hereinafter referred to as “the articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the matters related to the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”).
For the purpose of issuing this legal opinion, we have appointed our lawyers to check and verify the documents and facts related to the shareholders’ meeting provided by the company. In the process of our lawyer’s verification and verification of relevant documents provided by the company, we assume that:
1. All signatures, seals and seals in the documents provided to the exchange are authentic and all shall be regarded as originals
The documents submitted to the exchange are true, accurate and complete;
2. All facts stated in the documents provided to the exchange are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity and their signing behavior
Proper and effective authorization has been obtained;
4. All copies submitted to the exchange are consistent with the original, and the originals of these documents are true
Real, complete and accurate.
Before issuing this legal opinion, our lawyer declares as follows:
1. The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders’ meeting and the relevant facts or data expressed in such proposals.
3. This legal opinion is only for the purpose of this general meeting of shareholders. No one shall use it for any other purpose without the written consent of the exchange.
Based on the above, our lawyers give the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion: I. on the convening and convening of this general meeting of shareholders
1. According to the announcement on the resolution of the 23rd Meeting of the eighth board of directors of Jiangsu Zhongnan Construction Group Co.Ltd(000961) and the notice of the first extraordinary general meeting of shareholders of Jiangsu Zhongnan Construction Group Co.Ltd(000961) 2022 (hereinafter referred to as the “Notice of general meeting”) announced on cninfo.com on January 21, 2022, the board of directors of the company has made a resolution on the convening of this general meeting of shareholders, And notify all shareholders in the form of announcement 15 days before the convening of the general meeting of shareholders.
2. The notice of the general meeting of shareholders specifies the convening method, meeting time, meeting place, deliberation proposal, participants, equity registration date and other contents of the general meeting of shareholders. The contents of the notice comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. In addition, the board of directors of the company has announced the meeting materials related to the meeting.
3. The on-site meeting of the general meeting of shareholders was held on the 9th floor, building a, Lianqiang International Plaza, No. 1068, Tianshan West Road, Changning District, Shanghai at 15:30 p.m. on February 10, 2022. In addition, the online voting time of this meeting is: the online voting time through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 a.m. and 13:00 ~ 15:00 p.m. on February 10; The voting system of Shenzhen Stock Exchange began through the Internet
Any time from 9:15 am on February 10 to 15:00 pm on February 10. The time and place of the meeting and the proposals considered are consistent with the contents of the notice of the general meeting of shareholders. The Secretary of the board of directors of the company shall prepare the minutes of the shareholders’ meeting and sign and keep them in accordance with the relevant provisions of the company law, the rules of the shareholders’ meeting and the articles of association.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association. 2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. According to the statistics of shareholders (and shareholders’ agents) attending the on-site meeting and relevant verification documents provided by the company, there are 8 shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented is 2092079241 shares, accounting for 54.67% of the total shares of the company (calculated by rounding to retain two decimal places).
The company provides online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. According to the statistical data of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 66 shareholders and shareholder agents participating in the online voting of the general meeting of shareholders, and the number of shares representing voting rights is 117043503, accounting for 3.06% of the total number of shares of the company (calculated by rounding to retain two decimal places).
2. In addition to the above shareholders and shareholders’ agents attending the general meeting, some directors, supervisors, senior managers and lawyers of the company attended or attended the on-site meeting of the general meeting.
3. According to the notice of shareholders’ meeting, the convener of this shareholders’ meeting is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. In conclusion, 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 the articles of association. 3、 Voting procedures and results of the general meeting of shareholders
1. This general meeting of shareholders adopts a combination of on-site voting and online voting.
The shareholders and their proxies attending the on-site meeting voted on the proposals listed in the notice of the general meeting of shareholders one by one by open ballot. The general meeting of shareholders shall count and supervise votes in accordance with the procedures specified in the rules of general meeting of shareholders and the articles of association. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have no objection to the voting results in the on-site meeting.
In addition to the on-site meeting voting mentioned above, the company also provides all shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the voting statistics of the online voting of the general meeting of shareholders.
2. After the voting of this general meeting of shareholders, the company has combined and counted the voting results of on-site voting and online voting according to relevant rules. According to the voting results after consolidated statistics, the voting of this general meeting of shareholders is as follows:
2.1 voting
Sequential voting result
The content of motion No. 1 is valid
Affirmative vote shares (%) negative vote abstention vote
1. About extending the controlling shareholder’s holding of 123376360 votes, 99.78% 270700 votes and 0 votes
Proposal on the implementation period of the plan
2. For Pingjia Shenzhen and other companies, 2205868148 votes, 99.85% 3254596 votes, 0 votes
Proposal to provide guarantee
3. About providing 120392464 votes, 97.37% 3254596 votes and 0 votes for Xingzhong project
Bill on insurance
2.2 voting of proposals involving separate vote counting of minority shareholders
Sequential voting result
The content of motion No. 1 is valid
Affirmative vote shares (%) negative vote abstention vote
1. On the extension of the controlling shareholder’s holding of 122162060 votes, 99.78% 270700 votes and 0 votes
Proposal on the implementation period of the plan
2. About 119178164 votes for Pingjia Shenzhen and other companies, 97.34% 3254596 votes, 0 votes
Proposal to provide guarantee
3. About providing 119178164 votes, 97.34% 3254596 votes and 0 votes for Xingzhong project
Bill on insurance
2.3 voting avoidance
Proposal 1 the proposal on extending the implementation period of the shareholding increase plan of the controlling shareholders involves the commitments of the controlling shareholders, and the related shareholders have avoided voting. Proposal 3 proposal on providing guarantee for Xingzhong project belongs to related party transactions, and related shareholders have avoided voting.
In conclusion, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of Association; The qualification of personnel attending the meeting, the qualification of convener, the voting procedures of the meeting and the voting results are legal and valid.
The exchange agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders in accordance with relevant regulations.
This legal opinion is made in duplicate, which shall come into force after being sealed by the exchange and signed by the handling lawyer.
The first page of the legal opinion of Shanghai Junzhi law firm on the 2022 interim general meeting is {0002)
JUNHE law firm Shanghai Branch
Person in charge: Shao Chunyang
Handling lawyer: Zhou Furong
Handling lawyer: Zhao Danni
specific date
