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To: Shaanxi Construction Machinery Co.Ltd(600984)
Beijing Jiayuan law firm
About Shaanxi Construction Machinery Co.Ltd(600984)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Entrusted by the board of directors of Shaanxi Construction Machinery Co.Ltd(600984) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") for legal testimony, and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") In accordance with the provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association, the legal opinions issued are as follows:
1、 Convening and convening procedures of this conference
The general meeting shall be convened by the board of directors of the company; The meeting will be held by combining on-site voting and online voting; The notice of the meeting was published in China Securities Journal, Shanghai Securities News, securities daily and securities times in the form of announcement on December 17, 2021, and published on the website of Shanghai Stock Exchange (www.sse. Com. CN).
The conference was originally scheduled for January 5, 2022. After the notice was issued, the company issued a notice on the extension of 2022's first provisional shareholders' meeting in December 29, 2021 and January 15, 2022 due to the reasons for the New Coronavirus pneumonia epidemic control policy in Xi'an, where the company was postponed to February 10, 2022. The meeting was held as scheduled in the company's conference room on February 10, 2022; The meeting was presided over by Mr. Yang Hongjun, chairman of the company.
The lawyers of the firm believe that the convening, convening procedures, the main qualification of the convener and the main qualification of the chairman of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of participants
Shares, accounting for 12.7475% of the total shares of the company. The above shareholders hold relevant certificates of shareholding, entrust agents and hold written power of attorney.
2. According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 56 shareholders participated in the online voting of the general meeting, representing 52735273 shares, accounting for 5.4537% of the total shares of the company.
3. A total of 63 shareholders and their proxies participated in the voting of the general meeting, representing 175998224 shares, accounting for 18.2012% of the total shares of the company (including 62 minority shareholders participating in the voting of the general meeting, representing 92439824 shares, accounting for 9.5599% of the total shares of the company).
4. Other persons attending the meeting are the company's directors, supervisors, Secretary of the board of directors and witness lawyers. Some senior managers of the company attended the meeting as nonvoting delegates.
The lawyers of the firm have verified that the persons attending the meeting are legally qualified.
3、 The meeting did not vote on matters not listed in the meeting notice, and did not veto or modify the proposals included in the meeting agenda.
4、 Voting procedure of this meeting
1. The on-site meeting of the conference began at 14:00 on February 10, 2022 and ended at 17:00. The shareholders and their proxies who participated in the on-site voting of the meeting deliberated on the proposals listed in the meeting notice and voted by open ballot; The votes shall be counted by three scrutineers (including one shareholder representative, one independent director and one supervisor representative) and the witness lawyer, and the scrutineer's representative shall announce the on-site voting results on the spot.
2. The online voting time of this conference through the trading system of Shanghai Stock Exchange 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 system is 9:15-15:00 on February 10, 2022.
The online voting result data of this conference is provided by Shanghai Stock Exchange Information Network Co., Ltd.
3. At the meeting, the representative of the scrutineer shall announce the voting results on the spot; The convening of this meeting has been made into meeting minutes, which shall be signed and filed by all directors attending the meeting and the Secretary of the board of directors.
4. Voting results
Proposal 1: proposal on the subsidiary Shanghai pangyuan Machinery Leasing Co., Ltd. providing joint and several liability guarantee for the company's Bank credit of 200 million yuan
175945124 affirmative votes, accounting for 99.9698% of the total valid voting shares attending the meeting, 53100 negative votes and 0 abstention votes.
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 2: proposal on the subsidiary Shanghai pangyuan Machinery Leasing Co., Ltd. providing joint and several liability guarantee for the company's Bank credit of 50 million yuan
175945124 affirmative votes, accounting for 99.9698% of the total valid voting shares attending the meeting, 53100 negative votes and 0 abstention votes.
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 3: proposal on providing guarantee for the subsidiary Xi'an Heavy equipment Shaanxi Construction Machinery Co.Ltd(600984) Chemical Engineering Co., Ltd. to handle a working capital loan of 10 million yuan in Bank Of Beijing Co.Ltd(601169) Xi'an Branch
175945124 affirmative votes, accounting for 99.9698% of the total valid voting shares attending the meeting, 53100 negative votes and 0 abstention votes.
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Voting of less than 5% of shareholders involved in major matters:
Proposal 1: 92589124 affirmative votes, accounting for 99.9426% of the total effective voting shares of minority shareholders attending the meeting, 53100 negative votes and 0 abstention votes.
Proposal 2: 92589124 affirmative votes, accounting for 99.9426% of the total effective voting shares of minority shareholders attending the meeting, 53100 negative votes and 0 abstention votes.
Proposal 3: 92589124 affirmative votes, accounting for 99.9426% of the total effective voting shares of minority shareholders attending the meeting, 53100 negative votes and 0 abstention votes.
The lawyers of the firm believe that the voting procedures of the general meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the resolutions of the meeting are consistent with the voting results.
In conclusion, the convening and convening procedures, the main qualification of the convener, the main qualification of the participants and the voting procedures of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
I hereby write to you (no text below)
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