Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 3325 6666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
In accordance with 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 (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the "articles of association"), Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as the "exchange") accepts the entrustment of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the "company"), Appoint a lawyer to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders") and express legal opinions on the convening and convening procedures, convener qualification, qualification of participants and non voting participants, voting procedures and voting results of the general meeting of shareholders.
In accordance with the provisions of the securities law, 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 involved in the company's first extraordinary general meeting in 2022, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The lawyers of the firm give the following legal opinions on the relevant matters involved in the company's general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
In order to hold this general meeting of shareholders, the board of directors of the company held a meeting on cninfo (www.cn. Info. Com. CN.) on January 29, 2022 The notice of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") was announced on the. The notice of the meeting specifies the convening method, time and place of the meeting, fully discloses the contents of the meeting topics, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting, the equity registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, Comply with the requirements of the rules of the general meeting of shareholders and the articles of association.
According to the notice of meeting, the shareholders' meeting adopts a combination of on-site voting and online voting, in which online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange.
The on-site meeting of the general meeting of shareholders was held at 14:45 p.m. on Monday, February 14, 2022 in the multi-functional conference room on the fourth floor of building 303, Tairan Fourth Road, chegongmiao, Futian District, Shenzhen. The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 14, 2022.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. The actual time, place and contents of the proposals to be considered of this general meeting of shareholders are consistent with those contained in the Notice of the meeting. The convening and convening procedures of this general meeting of shareholders of the company comply with relevant laws, administrative regulations Provisions of normative documents and the articles of association.
2、 Qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company is qualified to convene this general meeting of shareholders.
3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
1. A total of 56 shareholders and their proxies attended the on-site meeting and online voting of the general meeting of shareholders, representing 646912718 shares with voting rights, accounting for 42.9699% of the total voting shares of the company.
Among them, according to the register of shareholders attending the meeting of the general meeting of shareholders, there are 6 shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders, representing 644072418 shares with voting rights, accounting for 42.7812% of the total voting shares of the company. It is verified that the above shareholders and shareholders' agents who have passed the on-site attendance at the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 50 shareholders participating in the online voting within the effective time, representing 2840300 shares with voting rights, accounting for 0.1887% of the total voting shares of the company.
Our lawyers cannot verify the qualifications of online voting shareholders. The above qualifications of shareholders voting through the online voting system are verified by the trading system of the stock exchange. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified. 2. Other personnel attending and attending the meeting by on-site or remote video include:
(1) Some directors of the company;
(2) Some supervisors of the company;
(3) Some senior managers of the company;
(4) Our lawyer;
It is verified that the above-mentioned persons are qualified to attend or attend the general meeting of shareholders as nonvoting delegates.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting adopted a combination of on-site voting and online voting. The shareholders attending the meeting considered the proposal and formed the following resolutions:
1. The proposal on changing the registered capital and amending the articles of association was deliberated and passed
Voting: 646215118 shares were approved, accounting for 99.8922% of the total voting shares attending the meeting; Against 659500 shares, accounting for 0.1019% of the total voting shares attending the meeting; 38100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0059% of the total voting shares attending the meeting.
Voting of minority shareholders: 3226724 shares were approved, accounting for 82.2237% of the total voting shares held by minority shareholders attending the meeting; Against 659500 shares, accounting for 16.8054% of the total voting shares held by minority shareholders attending the meeting; 38100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9709% of the total voting shares held by minority shareholders attending the meeting.
2. The proposal on adding independent directors to the 7th board of directors of the company was deliberated and adopted
Voting: 646172018 shares were approved, accounting for 99.8855% of the total voting shares attending the meeting; Against 638200 shares, accounting for 0.0987% of the total voting shares attending the meeting; 102500 shares abstained (including 64400 shares abstained by default due to non voting), accounting for 0.0158% of the total voting shares attending the meeting. Voting of minority shareholders: 3183624 shares were approved, accounting for 81.1254% of the total voting shares held by minority shareholders attending the meeting; 638200 opposed shares, accounting for 16.2627% of the total voting shares held by minority shareholders attending the meeting; 102500 shares were abstained (including 64400 shares by default due to non voting), accounting for 2.6119% of the total voting shares held by minority shareholders attending the meeting.
The on-site meeting of the general meeting of shareholders took a written vote on the proposal by open ballot, and the votes were counted and monitored according to the procedures specified in the articles of Association; Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After all the above voting, the company consolidated the voting results of on-site voting and online voting, and announced the voting results on the spot. The shareholders and shareholders' agents attending the meeting did not raise any objection to the voting results.
The exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener of the meeting is qualified to convene the general meeting of shareholders; The personnel attending and attending the meeting as nonvoting delegates are legally qualified; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
The original of this legal opinion is made in triplicate, which takes effect after being signed by the lawyer of this office and stamped with the official seal of this office. Each has the same legal effect.
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(this page is the signature page of the legal opinion of Beijing Zhonglun (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 2022)
Beijing Zhonglun (Shenzhen) law firm (seal)
Person in charge: Handling lawyer:
Lai Jihong, Liu Hongyu
Handling lawyer:
Feng Xiongfei
February 14, 2022
