Guohao law firm (Nanjing)
about
Nanjing Public Utilities Development Co.Ltd(000421)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
February 2022
Guohao law firm (Nanjing)
About Nanjing Public Utilities Development Co.Ltd(000421)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Nanjing Public Utilities Development Co.Ltd(000421)
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 (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission, Guohao law firm (Nanjing) (hereinafter referred to as “the firm”) accepted the invitation of the board of directors of Nanjing Public Utilities Development Co.Ltd(000421) (hereinafter referred to as “the company”), and appointed lawyer Zhou Feng and lawyer Zhou Jiang to attend and witness the company’s first extraordinary general meeting of shareholders in 2022 held in the conference room of Nanjing Public Utilities Development Co.Ltd(000421) on February 14, 2022, and in accordance with relevant laws, regulations In accordance with the provisions of the normative documents and the articles of association, the convening and convening procedures, the qualifications of attendees, the qualifications of conveners and the voting procedures of the general meeting of shareholders have been reviewed. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
On January 28, 2022, the company published in China Securities Journal, securities times and cninfo（ http://www.cn.info.com.cn. ）The notice of Nanjing Public Utilities Development Co.Ltd(000421) on convening the first extraordinary general meeting of shareholders in 2022 was issued on the. After verification, the above notice specifies the time, place, content and participants of the meeting, and explains the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, the time and specific operation process of participating in online voting, contact number and contact name.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held at 2:30 p.m. on February 14, 2022 in the conference room of the company, building A4, science and technology innovation complex, Xincheng science and Technology Park, No. 8 Bailongjiang East Street, Jianye District, Nanjing. The time of online voting 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 time of voting through the Internet voting system of Shenzhen stock exchange is 9:15 ~ 15:00 on February 14, 2022.
The time, place and other matters of the above meeting are consistent with those disclosed in the meeting notice. According to the verification of our lawyers, the convening and convening procedures of this meeting comply with relevant laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of attendees and Convener
(I) attendance of shareholders and their representatives
1. Shareholders and shareholders’ representatives attending the on-site meeting
According to the signatures and power of attorney of shareholders attending the meeting, there are 4 shareholders and shareholder representatives attending the meeting, representing 322805728 shares with voting rights of the company, accounting for 56.3708% of the total shares of the company.
2. Shareholders and shareholders’ representatives present through online voting
According to the information provided to the company by Shenzhen Securities Information Co., Ltd., a total of 12 shareholders voted online during the online voting time, representing 2412500 voting shares of the company, accounting for 0.4213% of the total shares of the company.
The identity of the above shareholders who vote online through the online voting system shall be verified by the online voting system service provider Shenzhen Securities Information Co., Ltd.
According to the combined statistics of the voting results of on-site voting and online voting, there are 16 shareholders and shareholder representatives participating in on-site voting and online voting, representing 325218228 voting shares of the company, accounting for 56.7921% of the total shares of the company.
(II) other personnel attending the meeting
In addition to the above shareholders and shareholders’ representatives, the meeting was attended by directors, supervisors, senior managers and lawyers employed by the company.
After verification, the qualifications of the above personnel are legal and effective.
(III) Convener
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, regulations and the articles of association.
3、 Voting procedures of the general meeting of shareholders
The shareholders and their representatives attending the shareholders’ meeting voted on the matters listed in the notice of the meeting by means of open ballot combining on-site voting and online voting, and monitored, checked and counted the votes in accordance with relevant regulations. The voting results are as follows:
1. The proposal on Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft) and its summary was deliberated and adopted.
The voting results were: 322805728 shares were approved, accounting for 99.2582% of the shares held by all shareholders attending the meeting; Against 2412500 shares, accounting for 0.7418% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting. The proposal was examined and approved by special resolution.
In the voting of the proposal, except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the voting of small and medium-sized investors is: 12215081 shares, accounting for 83.5072% of the total voting shares held by small and medium-sized investors participating in the voting; Against 2412500 shares, accounting for 16.4928% of the total voting shares held by small and medium-sized investors participating in the voting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares held by small and medium-sized investors participating in the voting. 2. The proposal on Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan assessment management measures was deliberated and adopted.
The voting result was: 322805728 shares were approved, accounting for 99.2582% of the shares held by all shareholders attending the meeting; Against 2412500 shares, accounting for 0.7418% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting.
The proposal was examined and approved by special resolution.
In the voting of the proposal, except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the voting of small and medium-sized investors is: 12215081 shares, accounting for 83.5072% of the total voting shares held by small and medium-sized investors participating in the voting; Against 2412500 shares, accounting for 16.4928% of the total voting shares held by small and medium-sized investors participating in the voting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares held by small and medium-sized investors participating in the voting. 3. The proposal on the measures for the administration of Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan was deliberated and adopted.
The voting result was: 322805728 shares were approved, accounting for 99.2582% of the shares held by all shareholders attending the meeting; Against 2412500 shares, accounting for 0.7418% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting. The proposal was examined and approved by special resolution.
In the voting of the proposal, except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the voting of small and medium-sized investors is: 12215081 shares, accounting for 83.5072% of the total voting shares held by small and medium-sized investors participating in the voting; Against 2412500 shares, accounting for 16.4928% of the total voting shares held by small and medium-sized investors participating in the voting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares held by small and medium-sized investors participating in the voting. 4. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was deliberated and adopted.
The voting result was: 322805728 shares were approved, accounting for 99.2582% of the shares held by all shareholders attending the meeting; Against 2412500 shares, accounting for 0.7418% of the shares held by all shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting. The proposal was examined and approved by special resolution.
In the voting of the proposal, except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the voting of small and medium-sized investors is: 12215081 shares, accounting for 83.5072% of the total voting shares held by small and medium-sized investors participating in the voting; Against 2412500 shares, accounting for 16.4928% of the total voting shares held by small and medium-sized investors participating in the voting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total voting shares held by small and medium-sized investors participating in the voting. According to the voting results, the above proposal was effectively voted by the shareholders attending the meeting. The voting procedures of the meeting comply with the provisions of the company law, the securities law and the rules of the general meeting of shareholders.
4、 Conclusion
Through on-site witness, our lawyer confirmed that the convening, convening procedures and voting methods of this general meeting of shareholders comply with the provisions of the company law and the articles of association, the personnel attending the meeting and the convener of this general meeting of shareholders have legal and effective qualifications, and the voting procedures and results are true, legal and effective. (there is no text below, which is the signature page)
Signature page
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Nanjing Public Utilities Development Co.Ltd(000421) 2022)
This legal opinion is issued on February 14, 2022, with two originals and no copies.
Guohao law firm (Nanjing)
Person in charge: Ma Guoqiang handling lawyer: Zhou Feng
Zhou Jiang
