601800: China Communications Construction Company Limited(601800) legal opinion of the first extraordinary general meeting in 2022 Guantao Zhongmao law firm, 19th floor, block B, xinshanda Guantao law firm, No. 5, Financial Street, Xicheng District, Beijing, China
Postal Code: 100032
19/F, Tower B, Xinsheng Plaza, Tel：86 10 66578066 Fax：86 10 66578016 No.5 Finance Street, Xicheng District, Beijing 100032, China
E-mail： [email protected]. http：// www.guantao. com.
Beijing Guantao Zhongmao law firm
About China Communications Construction Company Limited(601800)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Guan Yi Zi [2022] No. 000810 to: China Communications Construction Company Limited(601800)
Entrusted by China Communications Construction Company Limited(601800) (hereinafter referred to as “the company”), Beijing Guantao Zhongmao law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting”), 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s current effective articles of association, Issue this legal opinion.
According to the requirements of the rules of the general meeting of shareholders, our lawyers have expressed legal opinions on whether the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, the qualifications of conveners, the qualifications of participants, the voting procedures of the general meeting of shareholders and the legitimacy and validity of the voting results. There are no false records, seriously misleading statements and major omissions in the legal opinion, otherwise they are willing to bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used by anyone for any other purpose.
The exchange agrees that the company will take this legal opinion as the announcement material of the company’s shareholders’ meeting, disclose it to the public together with other information to be announced, and bear the responsibility for the legal opinion issued by the exchange according to law.
In accordance with the requirements of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and relevant facts provided by the company, and now issue the following legal opinions:
1. The 61st meeting of the 4th board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, agreed to convene the general meeting of shareholders, and authorized the Secretary of the board of directors to distribute the notice of convening the extraordinary general meeting of shareholders.
2. The notice on the proposed shareholders’ meeting held on October 25, 2022 (hereinafter referred to as “the notice on the proposed shareholders’ meeting”) was issued.
The above notice of the meeting specifies the time, place, convener, voting method, matters to be considered at the meeting, participants, registration method and contact information of the shareholders’ meeting, and explains the equity registration date of shareholders who have the right to attend the meeting and their right to entrust agents to attend the meeting and vote. The board of directors of the company has fully disclosed the contents of the proposals under consideration. The publication date of the notice of the meeting is 15 days from the date of the convening of the general meeting of shareholders.
3. The shareholders’ meeting of the company adopts the combination of on-site voting and online voting. The on-site meeting was held at China Communications Construction Building, 85 Deshengmenwai street, Xicheng District, Beijing at 14:00 p.m. on February 25, 2022. The time and place of the meeting are consistent with the notice of the meeting.
Upon the review of the lawyers of the firm, the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and normative documents.
2、 On the qualifications of the convener and the personnel attending the general meeting of shareholders
1. Convener
The general meeting of shareholders is convened by the board of directors of the company.
2. Shareholders and shareholders’ representatives attending the meeting
According to the notice of the meeting, as of the closing of Shanghai Stock Exchange on the afternoon of February 18, 2022, shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “registration and clearing institution”) have the right to attend the general meeting of shareholders and entrust agents to attend the meeting and vote in writing. After on-site verification, the register of shareholders provided by the registration and settlement institution, the name of shareholders attending the meeting, the signature, identity certificate, power of attorney of shareholders or their entrusted agent provided by the company, and the statistical results of online voting provided by Shanghai Stock Exchange Information Network Co., Ltd. to the company after the online voting of this meeting, The shareholders attending the on-site meeting and voting through the Internet are as follows:
A total of 25 shareholders and their proxies attended the meeting, representing 9433170909 voting shares and 33659599 overseas listed foreign shares.
Since the qualification and number of online voting shareholders are verified and counted by the trading system of Shanghai Stock Exchange and the Internet voting system of Shanghai stock exchange during online voting, our lawyers are unable to verify and confirm the qualification of online voting shareholders. The qualification of H-share shareholders and entrusted agents participating in the voting of the general meeting of shareholders shall be determined by the Secretariat of the general meeting of shareholders according to the register of H-share shareholders, written replies, power of attorney and other documents verified by the H-share transfer registry. Our lawyers did not determine the qualification of H-share shareholders.
On the premise that the qualifications of shareholders participating in online voting and H-share shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the above personnel attending the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association.
3. Persons attending and attending the meeting as nonvoting delegates
In addition to shareholders, the on-site meeting participants include some directors, supervisors, senior managers and lawyers hired by the company.
According to the examination of our lawyers, the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders and their proxies attending the shareholders’ meeting considered the proposals listed in the notice of meeting. The on-site meeting of the shareholders’ meeting held a open ballot, and the lawyers of the firm, the shareholders’ representatives and supervisors of the company jointly counted and supervised the votes.
2. Shareholders attending the on-site meeting of the general meeting of shareholders, entrusted agents and shareholders participating in online voting voted on the matters submitted to the general meeting of shareholders for deliberation and listed in the announcement by open ballot.
3. The company counted and monitored the on-site voting in accordance with the provisions of laws, regulations and normative documents, and announced the voting results on the spot.
4. After the online voting, SSE Information Network Co., Ltd. provided the company with the total number and statistics of online voting, and the company combined the voting results of on-site voting and online voting.
5. The proposals and voting results of this shareholders’ meeting are as follows:
(1) The proposal on the election of executive directors and non-executive directors of the 5th board of directors of the company was deliberated and adopted
This proposal is a cumulative voting proposal. The voting conditions are as follows:
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
1.01 elect Mr. Wang TongZhou as our company 9419112984 99.8510 yes
Executive director of the company
Total voting of minority shareholders: 24810125 shares were approved, accounting for 99.6602% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
1.02 elect Mr. Wang Haihuai as our company 9421198954 99.8731 yes
Executive director of the company
Total voting of minority shareholders: 24882925 shares were approved, accounting for 99.9527% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
1.03 elect Mr. Liu Xiang as the company 9421731316 99.8787 yes
executive director
Total voting of minority shareholders: 24877113 shares were approved, accounting for 99.9293% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
1.04 elect Mr. Sun Ziyu as our company 9421731312 99.8787 yes
Executive director of the company
Total voting of minority shareholders: 24877109 shares were approved, accounting for 99.9293% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
1.05 elect Mr. Mi Shuhua as our company 9421732911 99.8787 yes
Non executive director of the company
Total voting of minority shareholders: 24878708 shares were approved, accounting for 99.9357% of the total number of valid voting shares held by minority shareholders attending the meeting.
(2) The proposal on the election of independent non-executive directors of the 5th board of directors of the company was considered and adopted. This proposal is a cumulative voting proposal. The voting is as follows:
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
2.01 elect Mr. Liu Hui as the company 9421731311 99.8787 yes
Independent non-executive director
Total voting of minority shareholders: 24877108 shares were approved, accounting for 99.9293% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of votes obtained by the name of the proposal and the proportion of votes obtained in the voting right of whether the proposal is valid at the meeting (%)
2.02 election of Mr. Chen Yongde as our company 9421731314 99.8787 yes
Independent non-executive director of the company
Total voting of minority shareholders: 24877
