Beijing Jinchengtongda (Shenyang) law firm
About Jinzhou Port Co.Ltd(600190)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Floor 61, building 1, Xindi center, No. 10, Youhao street, Shenhe District, Shenyang 110013
Tel: 024-23342988 Fax: 024-23341677
Beijing Jinchengtongda (Shenyang) law firm
About Jinzhou Port Co.Ltd(600190)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jinzhou Port Co.Ltd(600190)
Entrusted by Jinzhou Port Co.Ltd(600190) (hereinafter referred to as “the company”), Beijing Jinchengtongda (Shenyang) law firm appointed lawyers Huang Peng and Yu Yang (hereinafter referred to as “the lawyer”) to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and witness the legitimacy of the general meeting of shareholders.
This opinion is issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, regulations and normative documents, as well as the articles of association of Jinzhou Port Co.Ltd(600190) (hereinafter referred to as the “articles of association”) and the rules of procedure of Jinzhou Port Co.Ltd(600190) general meeting of shareholders (hereinafter referred to as the “rules of procedure”).
In order to issue this opinion, our lawyers reviewed the relevant meeting documents and materials of the general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders are in line with the provisions of the company law and other laws, regulations, normative documents, the articles of association and rules of procedure, We will 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 these proposals. The firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms and the facts that have occurred or exist before the date of issuance of this opinion, Ensure that the facts identified in this opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have witnessed the whole process of the shareholders’ meeting, and now issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
On January 19, 2022, the 12th meeting of the 10th board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. On January 20, 2022, the company issued the notice of Jinzhou Port Co.Ltd(600190) on convening the first extraordinary general meeting of shareholders in 2022 through the designated media and online information disclosure platform. According to the above announcement, the company has issued a notice to all shareholders to convene the general meeting of shareholders.
The shareholders’ meeting was held as scheduled in the company’s conference room at 15:00 on February 10, 2022, presided over by Mr. Xu Jian, chairman of the company.
Online voting time of this meeting: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification, the general meeting of shareholders was convened by the board of directors of the company, and the content and release method of the notice of the general meeting of shareholders were in line with the provisions of the company law, the articles of association and the rules of procedure; The actual time, place and content of the shareholders’ meeting are consistent with the time, place and content of the announcement, and comply with the company law, the articles of association and the rules of procedure.
2、 About the qualifications of the participants and conveners of the general meeting of shareholders
There were 10 shareholders voting on site and online, representing 1353328561 shares, accounting for 67.5889% of the total shares of the company. Among them, there are 5 shareholders voting on site, representing 5448214 shares, accounting for 27.2112% of the total shares of the company. Five shareholders voted online, representing 808480347 shares, accounting for 40.3777% of the total shares of the company.
Upon verification, the shareholders attending the shareholders’ meeting are the shareholders or agents of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date.
The shareholders’ meeting was convened by the board of directors of the company. The directors and supervisors of the company attended the shareholders’ meeting, and the senior managers and lawyers appointed by the company attended the shareholders’ meeting as nonvoting delegates.
In conclusion, the convener of this general meeting of shareholders and the above-mentioned personnel attending the meeting are in compliance with the provisions of the company law, rules of procedure and articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts on-site voting and online voting in accordance with relevant laws, regulations, normative documents and the provisions of the articles of association. After the online voting, SSE Information Network Co., Ltd. provided the company with the total number and statistics of this online voting.
The general meeting of shareholders will vote and monitor votes in accordance with the procedures specified in the articles of association and rules of procedure, and the voting results of on-site voting and online voting will be combined and counted.
(II) voting results
After verification by our lawyers, the shareholders and their proxies attending the shareholders’ meeting voted on the proposal included in the agenda of the shareholders’ meeting.
There is a total of 1 proposal included in the agenda of this shareholders’ meeting. The details are as follows:
1. Deliberated and adopted the proposal on the election of directors
Voting results: 1353306761 shares were approved, accounting for 99.9983% of the voting shares held by all shareholders attending the meeting; Against 21800 shares, accounting for 0.0017% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors attending the meeting is: 2901989 shares, accounting for 99.2543% of the voting shares held by all small and medium-sized investors attending the meeting; Against 21800 shares, accounting for 0.7457% of the voting shares held by all small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all small and medium-sized investors attending the meeting.
According to the above voting results, all the proposals of this meeting were passed by the voting shareholders.
In conclusion, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the articles of association and the rules of procedure, and the voting results are legal and valid.
4、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener, the voting procedures and voting results of the meeting comply with the provisions of laws, regulations and the articles of association, the resolutions of the general meeting of shareholders comply with the relevant provisions, and the general meeting of shareholders is legal and effective.
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Person in charge (signature) handling lawyer (signature)
Yu Debin: Huang Peng:
Yu Yang:
specific date
