Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Beijing Jingcheng Machinery Electric Company Limited(600860)
Legal opinions of the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022
Kangda guhui Zi [2022] No. 0049 to: Beijing Jingcheng Machinery Electric Company Limited(600860)
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as “the company”) to appoint its lawyers to attend the first extraordinary general meeting of shareholders in 2022, the first general meeting of shareholders in A-share category in 2022 and the first general meeting of shareholders in H-share category in 2022 (hereinafter collectively referred to as “the meeting”). According to 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”), 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 detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange The Beijing Jingcheng Machinery Electric Company Limited(600860) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. (3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided. (4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers.
Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The 15th interim meeting of the 10th board of directors was approved.
According to the notice of Beijing Jingcheng Machinery Electric Company Limited(600860) on convening the first extraordinary general meeting of shareholders in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 published on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the convening of the meeting, including the time, place, attendees The convening method and deliberation matters were disclosed.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting will be held successively in conference room 6, Rongchang East Street, Daxing District, Beijing from 9:30 a.m. on February 24, 2022, presided over by Mr. Wang Jun, chairman of the board.
The online voting time of this meeting is February 24, 2022. Among them, the specific time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30, 13:00-15:00, and the specific time for online voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
1. The first extraordinary general meeting of shareholders in 2022
A total of 2 Shareholders and shareholder agents attended the on-site meeting of the first extraordinary general meeting of shareholders in 2022, representing 247233052 shares with voting rights of the company, accounting for 50.9759% of the total voting shares of the company.
A total of 3 shareholders participated in the online voting of the first extraordinary general meeting of shareholders in 2022, representing 13000 voting shares of the company, accounting for 0.0027% of the total voting shares of the company.
In the first extraordinary general meeting of shareholders in 2022, there are 3 small and medium-sized investor shareholders who attend the on-site meeting or participate in online voting, representing 13000 voting shares of the company, accounting for 0.0027% of the total voting shares of the company.
2. The first class a shareholders’ meeting in 2022
A total of one shareholder and shareholder agent attended the on-site meeting of the first A-share general meeting in 2022, representing 245735052 shares with voting rights of the company, accounting for 63.8273% of the total A-share shares with voting rights of the company.
A total of 3 shareholders participated in the online voting of the first A-share general meeting in 2022, representing 13000 voting shares of the company, accounting for 0.0034% of the total voting A-shares of the company.
3. The first H-share general meeting in 2022
A total of one shareholder and shareholder agent attended the on-site meeting of the first H-share general meeting in 2022, representing a total of 1498000 voting shares of the company, accounting for 1.4980% of the total voting H-shares of the company. According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the identity certificates of shareholders and shareholders’ agents attending the meeting, power of attorney and other materials, The shareholders and their agents attending the on-site meeting of this meeting are the company’s shareholders or their entrusted agents registered in China depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on the afternoon of February 21, 2022, or the H-share shareholders or their entrusted agents registered in the register of shareholders of Hong Kong securities registration Co., Ltd. after the closing of the market on the afternoon of February 21, 2022.
According to the data provided by SSE Information Network Co., Ltd., the identity of shareholders participating in the online voting of this meeting shall be verified by SSE Information Network Co., Ltd.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include directors, supervisors, senior managers and intermediaries of the company.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) the first extraordinary general meeting of shareholders in 2022
1. Voting procedure
The first extraordinary general meeting of shareholders in 2022 will be held by combining on-site meeting and online voting. At the on-site meeting, the proposals listed in the notice of the meeting were voted by open ballot in writing, and the votes were counted and supervised by the representative of the supervisor, the lawyer of Hong Kong Huguan Liluo law firm, the accountant of ShineWing Certified Public Accountants (special general partnership) and the lawyer of the firm. The statistical results of online voting are provided to the company by Shanghai Stock Exchange Information Network Co., Ltd. After the written open ballot and online voting at the on-site meeting, the scrutineer and the teller combined the two results. 2. Voting results
The first extraordinary general meeting of shareholders in 2022 deliberated and approved the following proposals, among which the special resolution proposals are (1), (2) and the separate vote counting proposals for small and medium-sized investors are (1), (2) and (4):
(1) Proposal on extending the validity of the resolution of the general meeting of shareholders on the issue of shares and the payment of cash to purchase assets and raise supporting funds;
(2) Proposal on requesting the general meeting of shareholders and the general meeting of class shareholders to extend the validity period of authorizing the board of directors to handle the issue of shares, pay cash to purchase assets and raise supporting funds
(3) Proposal on the remuneration of directors of the 10th board of directors and the conclusion of written contracts;
(4) Proposal on election of directors
(4.01) proposal on electing Mr. man Huiyong as a non-executive director of the 10th board of directors of the company.
(II) the first class a shareholders’ meeting in 2022
1. Voting procedure
The first A-share shareholders’ meeting in 2022 will be held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by open ballot in writing, and the representatives of the supervisors, the accountants of ShineWing Certified Public Accountants (special general partnership) and the lawyers of the firm jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shanghai Stock Exchange Information Network Co., Ltd. After the written open ballot and online voting at the on-site meeting, the scrutineer and the teller combined the two results.
2. Voting results
The first A-share shareholders’ meeting in 2022 deliberated and adopted the following proposals, of which the special resolution proposals are (1) and (2):
(1) Proposal on extending the validity of the resolution of the general meeting of shareholders on the issue of shares and the payment of cash to purchase assets and raise supporting funds;
(2) Proposal on requesting the general meeting of shareholders and the general meeting of class shareholders to extend the validity period of authorizing the board of directors to handle the issue of shares, pay cash to purchase assets and raise supporting funds.
(III) the first H-share general meeting in 2022
1. Voting procedure
The first H-share general meeting in 2022 will be held in the form of on-site meeting. At the on-site meeting, the proposals listed in the notice of the meeting were voted by open ballot in writing, and the votes were counted and supervised by the representative of the supervisor, the lawyer of Hong Kong Huguan Liluo law firm, the accountant of ShineWing Certified Public Accountants (special general partnership) and the lawyer of the firm.
2. Voting results
The first H-share general meeting in 2022 deliberated and adopted the following proposals, of which the special resolution proposals are (1) and (2):
(1) Proposal on extending the validity of the resolution of the general meeting of shareholders on the issue of shares and the payment of cash to purchase assets and raise supporting funds;
(2) Proposal on requesting the general meeting of shareholders and the general meeting of class shareholders to extend the validity period of authorizing the board of directors to handle the issue of shares, pay cash to purchase assets and raise supporting funds.
To sum up, our lawyers believe that the voting procedures and results of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate and has the same legal effect.
(no text below)
