Beijing Zhonglun law firm on China Railway Signal & Communication Corporation Limited(688009)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
About China Railway Signal & Communication Corporation Limited(688009)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: China Railway Signal & Communication Corporation Limited(688009)
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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (hereinafter referred to as the "detailed rules for online voting") and other laws, administrative regulations, rules and normative documents, as well as the provisions of the current effective articles of Association (hereinafter referred to as the "articles of association"), As the perennial legal adviser of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as "the company"), Beijing Zhonglun law firm (hereinafter referred to as "the firm") appointed its lawyers to attend and witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and issued this legal opinion according to law.
This legal opinion only expresses opinions on whether the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association, as well as the qualifications of the personnel attending this general meeting of shareholders, the qualifications of the convener, the voting procedures and voting results of the meeting are legal and effective, They will not express their opinions on the authenticity, accuracy or legitimacy of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals. The qualification of shareholders voting through the online voting system at this general meeting of shareholders shall be verified by the organization provided by the online voting system; The qualification of H-share shareholders and shareholders' proxies in this general meeting of shareholders is determined by the company with the assistance of Hong Kong Central Securities Registration Co., Ltd. our lawyers are unable to verify the qualification of online voting shareholders and H-share shareholders and shareholders' proxies.
This legal opinion is only for the purpose of this general meeting of shareholders, and shall not be used for any other purpose without the written consent of the exchange.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting as nonvoting delegates, and checked and verified the documents and facts related to the shareholders' meeting provided by the company in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. In the process of our lawyer's verification and verification of relevant documents provided by the company, we assume that:
1. All signatures, seals and seals in the documents provided to the exchange are true, and all documents provided to the exchange as originals are true, accurate and complete;
2. All facts stated in the documents provided to the exchange are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. All copies provided to the exchange are consistent with the original, and the originals of these documents are true, complete and accurate;
5. All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
In accordance with the requirements of relevant laws, regulations, normative documents and the articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified the relevant facts of the shareholders' meeting and the documents provided by the company, and attended the shareholders' meeting. The legal opinions are as follows: I. convening of the shareholders' meeting Convening procedure
(I) convening procedures of this general meeting of shareholders
The company held the 33rd meeting of the third board of directors on January 17, 2022, and deliberated and adopted the proposal on convening the general meeting of shareholders. The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 29, 2022 And other information disclosure media designated by the CSRC issued the notice and announcement of the shareholders' meeting, and issued the notice and announcement of the shareholders' meeting on the website of the stock exchange of Hong Kong Limited (www.hkex. Com.. HK) on January 28, 2021. The notice and announcement specifies the time, place, deliberation items, voting precautions, attendees, registration methods, etc.
(II) convening procedures of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 9:30 on February 25, 2022 at block a, yard China Railway Signal & Communication Corporation Limited(688009) building, No. 1, Automobile Museum South Road, Fengtai District, Beijing. The meeting was presided over by Mr. Zhou Zhiliang, chairman of the company.
The general meeting of shareholders adopts the combination of on-site voting and online voting. The online voting time of this general meeting of shareholders is from February 25, 2022 to February 25, 2022. Among them, the time for online voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 25, 2022; The voting time through the Internet voting platform is 9:15-15:00 on February 25, 2022.
According to the verification of our lawyers, the time, place and content of the shareholders' meeting are consistent with the relevant contents specified in the notice and announcement of the meeting, and comply with the provisions of the company law, the rules of the shareholders' meeting and other relevant laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
(I) qualification of the attendees of the general meeting of shareholders
According to the notice and announcement of the shareholders' meeting, as of the equity registration date, the A-share shareholders and H-share shareholders of the company registered have the right to attend the shareholders' meeting and can entrust an agent to attend the meeting and vote. The agent does not have to be a shareholder of the company.
According to the identity certificate, authorization certificate, relevant data of shareholder registration and statistics of Shanghai Stock Exchange Information Network Co., Ltd. (the qualification of H-share shareholders and shareholder agents attending the shareholders' meeting shall be determined with the assistance of Hong Kong Central Securities Registration Co., Ltd.), A total of 20 shareholders and proxies entrusted by shareholders participated in the on-site meeting voting and voting through online voting of the general meeting of shareholders, and the number of voting shares held by the company was 7187045498, accounting for 67.867501% of the total shares of the company.
In addition to the shareholders and their proxies attending the shareholders' meeting, other personnel attending or attending the on-site meeting of the shareholders' meeting are some directors, supervisors, senior managers and witness lawyers of the company.
(II) qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors of the company complies with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association.
In conclusion, our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated on the proposals listed in the meeting notice, and the meeting adopted the combination of on-site voting and online voting.
After the on-site voting, the shareholders' representatives, supervisors and lawyers of the company counted and monitored the votes in accordance with the provisions of the articles of association, and counted the voting results of the proposal; After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the voting statistical results of this online voting. For proposals involving major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company's shares) have been counted separately.
(II) voting results of the general meeting of shareholders
According to the on-site and online voting results of the company's merger statistics, the following proposals were considered and adopted at the shareholders' meeting:
1.00 proposal on electing China Railway Signal & Communication Corporation Limited(688009) non independent directors of the Fourth Board of directors
1.01 election of Zhou Zhiliang as executive director of the Fourth Board of directors of the company
Voting: 6936150417 affirmative votes, accounting for 96.509065% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 37005837 votes were agreed, accounting for 52.567795% of the effective voting rights of small and medium-sized investors attending the meeting.
1.02 election of Xu Zongxiang as executive director of the Fourth Board of directors
Voting: 7185701448 affirmative votes, accounting for 99.981299% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 73000320 votes were agreed, accounting for 103.698935% of the effective voting rights of small and medium-sized investors attending the meeting.
1.03 election of Yang Yongsheng as executive director of the Fourth Board of directors
Voting: 7185264726 votes in favor, accounting for 99.975222% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 73000320 votes were agreed, accounting for 103.698935% of the effective voting rights of small and medium-sized investors attending the meeting.
1.04 election of Guo Yonghong as a non-executive director of the Fourth Board of directors
Voting: 7103691294 votes in favor, accounting for 98.840216% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 54806443 votes were agreed, accounting for 77.854039% of the effective voting rights of small and medium-sized investors attending the meeting.
2.00 proposal on election China Railway Signal & Communication Corporation Limited(688009) of independent directors of the Fourth Board of directors
2.01 election of Yao Guiqing as an independent director of the Fourth Board of directors
Voting: 7144606651 affirmative votes, accounting for 99.409509% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 67565821 votes were agreed, accounting for 95.979081% of the effective voting rights of small and medium-sized investors attending the meeting.
2.02 election of Yao Zuhui as an independent director of the Fourth Board of directors
Voting: 7133913158 votes in favor, accounting for 99.260721% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 59705105 votes were agreed, accounting for 84.812721% of the effective voting rights of small and medium-sized investors attending the meeting.
2.03 election of Fu Junyuan as an independent director of the Fourth Board of directors
Voting: 7191586545 votes in favor, accounting for 100.063184% of the effective voting rights of all shareholders attending the meeting; Voting of small and medium-sized investors: 74937450 votes were agreed, accounting for 106.450680% of the effective voting rights of small and medium-sized investors attending the meeting.
3.00 proposal on electing China Railway Signal & Communication Corporation Limited(688009) the shareholder representative supervisor of the Fourth Board of supervisors
3.01 election of Kong Ning as shareholder representative supervisor of the Fourth Board of supervisors
Voting: 7154413503 affirmative votes, accounting for 99.545961% of the effective voting rights of all shareholders attending the meeting.
3.02 election of Li Tienan as shareholder representative supervisor of the Fourth Board of supervisors
Voting: 7188436211 votes were agreed, accounting for 100.019350% of the effective voting rights of all shareholders attending the meeting.
The above proposals are ordinary resolutions of the general meeting of shareholders, which have been approved by more than half of the total number of valid voting shares held by shareholders and shareholders' agents present at the meeting.
In conclusion, our lawyers believe that the voting procedures of the company's general meeting of shareholders comply with the provisions of the company law, rules of general meeting of shareholders, online voting rules and other relevant laws and regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, 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 and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid.
(no text below)
February 25, 2022
