Beijing Tianyuan law firm
About China High-Speed Railway Technology Co.Ltd(000008)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 068 to: China High-Speed Railway Technology Co.Ltd(000008)
China High-Speed Railway Technology Co.Ltd(000008) (hereinafter referred to as the "company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") adopts the combination of on-site voting and online voting. The on-site meeting was held at the company conference room on the 16th floor of Zhongkun building, building 1, yard 59, gaoliangqiao Xie street, Haidian District, Beijing at 14:30 on February 15, 2022. Beijing Tianyuan law firm (hereinafter referred to as "the firm") accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association of China High-Speed Railway Technology Co.Ltd(000008) (hereinafter referred to as the "articles of association") and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the members attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the announcement on the resolution of the fifth meeting of the 14th board of directors, the announcement on the resolution of the seventh meeting of the 14th board of directors and the announcement on the resolution of the fifth meeting of the 14th board of supervisors The China High-Speed Railway Technology Co.Ltd(000008) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice on convening the general meeting of shareholders") and other documents and materials deemed necessary by our lawyers. At the same time, we examined the identity and qualification of shareholders attending the on-site meeting and witnessed the convening of the general meeting of shareholders Participated in the vote monitoring and counting of the voting votes of the general meeting of shareholders.
The legal practice rules for securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal Accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The seventh general meeting of shareholders of the company was convened on February 29th, 2021 and the notice of the seventh general meeting of shareholders was issued. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 15, 2022 in the company's conference room on the 16th floor of Zhongkun building, building 1, yard 59, gaoliangqiao Xie street, Haidian District, Beijing. It was presided over by Chairman Wang Zhiquan and completed all the meeting agenda. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time for voting through the Internet voting system is 9:15-15:00 on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 15 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 119780208 voting shares of the company, accounting for 43.0741% of the total voting shares of the company, including:
1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, a total of 6 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 1186991875 voting shares of the company, Accounting for 42.6853% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders participated in the online voting of the general meeting of shareholders, holding 10810133 voting shares of the company, accounting for 0.3887% of the total shares of the company.
10 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) (hereinafter referred to as "small and medium-sized investors") who individually or jointly hold more than 5% of the company's shares, representing 10820133 voting shares of the company, accounting for 0.3891% of the total shares of the company.
In addition to the above shareholders and shareholders' representatives, some directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the online voting system of Shenzhen Stock Exchange when they conduct online voting. The lawyers of the firm believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders' meeting are as follows:
(I) proposal on renewing the appointment of accounting firms
Voting: 1197731808 shares were approved, accounting for 99.9941% of the voting shares held by shareholders attending the meeting; 8800 opposed shares, accounting for 0.0007% of the voting shares held by shareholders attending the meeting; 61400 shares abstained, accounting for 0.0051% of the voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 10749933 shares are agreed, accounting for 99.3512% of the voting shares held by small and medium-sized investors attending the meeting; 8800 shares opposed, accounting for 0.0813% of the voting shares held by small and medium-sized investors attending the meeting; 61400 shares were abstained, accounting for 0.5675% of the voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(II) proposal on Amending the articles of Association
The proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares attending the general meeting of shareholders.
Voting: 1187034375 shares were approved, accounting for 99.1011% of the voting shares held by shareholders attending the meeting; 10767633 shares opposed, accounting for 0.8989% of the voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the voting shares held by shareholders attending the meeting.
Voting result: adopted.
(III) the company's shareholder return plan for the next three years (2021-2023)
Voting: 1197793208 shares were approved, accounting for 99.9993% of the voting shares held by shareholders attending the meeting; 8800 opposed shares, accounting for 0.0007% of the voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the voting shares held by shareholders attending the meeting.
Voting result: adopted.
(IV) proposal on applying to SDIC Finance Co., Ltd. for comprehensive credit and carrying out financial service businesses such as deposit settlement and related party transactions
This proposal involves related party transactions, and the related shareholder China national investment high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Co., Ltd. avoided voting. Voting: 480225931 shares were approved, accounting for 98.9374% of the voting shares held by non affiliated shareholders attending the meeting; Against 5157620 shares, accounting for 1.0626% of the voting shares held by non affiliated shareholders attending the meeting; The shares held by non affiliated shareholders accounted for 0.0000% of the voting rights to attend the meeting.
Among them, the voting situation of small and medium-sized investors was: 5662513 shares were agreed, accounting for 52.3331% of the voting shares held by small and medium-sized investors attending the meeting; Against 5157620 shares, accounting for 47.6669% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting shares held by small and medium-sized investors attending the meeting. Voting result: adopted.
(V) proposal on the election of non independent directors of the 14th board of directors
(1) Elect Mr. Kong Lingsheng as a non independent director of the company
Voting: 1197750723 affirmative votes.
Among them, the voting of small and medium-sized investors is 10768848.
Voting result: elected.
(2) Congratulations on the election of Mr. as a non independent director of the company
Voting: 1197750721 affirmative votes.
Among them, the voting of small and medium-sized investors is 10768846.
Voting result: elected.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
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 provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on the first extraordinary general meeting of shareholders in China High-Speed Railway Technology Co.Ltd(000008) 2022) person in charge of Beijing Tianyuan law firm (seal): Zhu Xiaohui
Handling lawyer (signature): Wang Shaohua, Gu Dingding. Address: 10 / F, insurance building, No. 28 Fengsheng Hutong, Xicheng District, Beijing 100032
February 15, 2022
