Shanghai tianyanhe law firm
About Anhui Expressway Company Limited(600012)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Tly 2022 No. 00238
To: Anhui Expressway Company Limited(600012)
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 the articles of association of Anhui Expressway Company Limited(600012) companies (hereinafter referred to as the “articles of association”) and other relevant provisions, Entrusted by Anhui Expressway Company Limited(600012) (hereinafter referred to as ” Anhui Expressway Company Limited(600012) ” or “the company”), Shanghai tianyanhe law firm appointed lawyers Han Bao and Hu Chengwei (hereinafter referred to as “the lawyer”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
This legal opinion is made by our lawyers based on their understanding of the facts related to the shareholders’ meeting and the current laws, regulations and normative documents in China.
The lawyer of the firm agrees to announce the legal opinion as a necessary document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued according to law.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have expressed the following legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants, voting procedures and other relevant legal issues:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company.
(II) the notice of the shareholders’ meeting has been published in the information disclosure newspapers designated by the CSRC and the website of Shanghai Stock Exchange 15 days before the shareholders’ meeting.
(III) the online voting time of this general meeting of shareholders is February 25, 2022. Among them, the time of online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time for online voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00 on the day of the general meeting of shareholders.
(IV) according to the notice of the meeting, the on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 25, 2022 in the conference room of the company, No. 520, Wangjiang West Road, Hefei, Anhui Province. After verification by our lawyers, the actual time and place of the on-site meeting of the general meeting of shareholders are consistent with the contents of the notice of the general meeting of shareholders.
Accordingly, our lawyers believe that Anhui Expressway Company Limited(600012) the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener qualification of this general meeting of shareholders is legal and valid.
2、 Qualification of attendees of the general meeting of shareholders
(I) shareholders and their representatives
According to the inspection of our lawyers, there are 4 shareholders and shareholder representatives attending the shareholders’ meeting, and the number of representative shares is 1061136064, accounting for about 63.98% of the total shares of the company; According to the statistics of Shanghai Securities Information Co., Ltd. and the verification and confirmation of the company, there are 5 shareholders voting through the online voting system during the online voting period, representing 10911481 shares, accounting for about 0.66% of the total shares of the company. The shareholders voting through the online voting system shall be verified by the identity verification institution of Shanghai Stock Exchange.
(II) other personnel attending and attending the on-site meeting as nonvoting delegates
In addition to the shareholders and their representatives attending the on-site meeting of the general meeting of shareholders, the company’s directors, supervisors, senior managers (including attending the meeting by video) and the witness lawyers of the general meeting of shareholders also attended and attended the general meeting of shareholders as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the relevant provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures of the general meeting of shareholders
(I) voting procedure
In accordance with the voting procedures specified in the rules of the general meeting of shareholders and the articles of association, the general meeting of shareholders voted on the proposal submitted by the board of directors to the general meeting of shareholders for deliberation by combining on-site voting and online voting. The on-site voting of this meeting shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. After the online voting of this meeting, Shanghai Securities Information Co., Ltd. provided the company with the statistical results of online voting and the combined statistical results of on-site voting and online voting. The scrutineer and teller counted and counted the votes of the on-site meeting, and announced the voting results on the spot. (II) matters to be considered
The matters deliberated at this general meeting of shareholders are consistent with those recorded in the notice on convening the first extraordinary general meeting of shareholders in 2022 announced by Anhui Expressway Company Limited(600012) . The matters deliberated were proposed at the 14th and 15th meetings of the ninth board of directors of the company, and the matters deliberated were announced together with the Notice of the meeting in the form of proposal.
(III) voting results
According to the voting results of the shareholders’ meeting, the following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on related party transactions in which the company’s holding subsidiaries and related parties form a consortium to participate in PPP project investment and jointly establish the project company
After verification, the on-site meeting of the general meeting of shareholders of the company voted on the above-mentioned proposal by written vote, and the related shareholder Anhui Transportation Holding Group Co., Ltd. avoided the voting of the first proposal. The on-site meeting of the general meeting of shareholders was monitored according to the procedures specified in the articles of association, and the voting results were announced on the spot after the online voting was closed. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of the on-site voting.
Based on the voting results of on-site voting and online voting, the deliberation results of this shareholders’ meeting are as follows:
All the proposals considered at this shareholders’ meeting were passed.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that: Anhui Expressway Company Limited(600012) the convening procedures, convening procedures, the qualifications of attendees and conveners, and the voting procedures of the general meeting of shareholders comply 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; The resolutions adopted at this shareholders’ meeting are legal and effective.
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