11th floor, building 1, Baiyang building, No. 18, Dongyu street, Chengdu, Sichuan 610000
11th floor, building 1, Baiyang building, No. 18, Dongyu street, Chengdu, Sichuan
Tel: (028) 87747485 Fax: (028) 86512848
Website: www.kangdacdlawyers.com com./
Beijing Kangda (Chengdu) law firm
About Sichuan Road & Bridge Co.Ltd(600039) 2021
Of the sixth extraordinary general meeting of shareholders
Legal opinion
Kangda guhui Zi [2021] No. 0660 to: Sichuan Road & Bridge Co.Ltd(600039)
Beijing Kangda (Chengdu) law firm (hereinafter referred to as “the firm”) accepted the entrustment of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) “) and appointed lawyer Gong Xingming and lawyer Li Danwei (hereinafter referred to as “the firm’s lawyer” or “the handling lawyer”) to attend the sixth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) held by Sichuan Road & Bridge Co.Ltd(600039) on December 22, 2021 ）。 The lawyers of the firm shall act in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws and regulations and the Sichuan Road & Bridge Co.Ltd(600039) articles of Association (hereinafter referred to as the “articles of association”) ）And in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the convening, convening, attendance qualification, convener qualification, voting procedures, voting results and other related matters of the general meeting of shareholders. 1、 Convening and convening of this general meeting of shareholders (I) convening of this general meeting of shareholders
The board of directors of Sichuan Luqiao held a meeting on the website of Shanghai Stock Exchange on December 7, 2021（ http://www.sse.com..cn. ）And other media designated by the China Securities Regulatory Commission disclosed the notice of Sichuan Road & Bridge Co.Ltd(600039) on convening the fifth extraordinary general meeting of shareholders in 2021, which listed the specific time, place and method of convening the general meeting of shareholders, and explained a total of three proposals submitted to the general meeting of shareholders for deliberation, respectively:
1. Proposal on the custody of the target company before the issuance of shares and the payment of cash to purchase assets;
2. Revision of the
< Sichuan Road & Bridge Co.Ltd(600039) 独立董事管理办法>
Proposal of the; 3. Proposal on adjusting the estimated amount of daily connected transactions in 2021.
（2） Convening of this general meeting of shareholders
After verification, the shareholders’ meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on December 22, 2021 in the conference hall on the fourth floor attached to Sichuan Road & Bridge Co.Ltd(600039) No. 12, Jiuxing Avenue, high tech Zone, Chengdu. Shareholders adopt the online voting system of Shanghai Stock Exchange. The voting time through the voting platform of the trading system is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on December 22, 2021; The time for shareholders to vote through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on September 10, 2021.
After verification, the matters considered at this shareholders’ meeting are completely consistent with those listed in the notice, and there is no interim proposal at this shareholders’ meeting.
Our lawyers believe that: Sichuan Road & Bridge Co.Ltd(600039) the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association. 2、 Qualification of attendees and conveners of the general meeting of shareholders
Upon verification, one shareholder or shareholder agent attended the on-site meeting of the general meeting of shareholders, representing 3249037192 shares, accounting for 68.0365% of the total number of Sichuan Road & Bridge Co.Ltd(600039) shares.
According to the data provided by Shanghai Securities Information Co., Ltd., 48 shareholders participated in the online voting of the general meeting of shareholders within the effective time, representing 90800163 shares, accounting for 1.9014% of the total number of Sichuan Road & Bridge Co.Ltd(600039) shares.
That is, 49 shareholders or shareholders’ agents voted on the proposals submitted to the general meeting of shareholders through the Internet and on-site, representing 3339837355 shares of Sichuan Road & Bridge Co.Ltd(600039) shares, accounting for 69.9379% of the total shares.
After verification, the shareholders’ meeting was convened by Sichuan Road & Bridge Co.Ltd(600039) board of directors and presided over by Chairman Xiong Guobin. The general meeting of shareholders was held at the time and place of the notice, and the matters listed in the notice were considered. The shareholders attending the shareholders’ meeting are all shareholders who have Sichuan Road & Bridge Co.Ltd(600039) shares registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shanghai Stock Exchange on the equity registration date (December 17, 2021). The shareholder agents attending the on-site meeting of the shareholders’ meeting have also been effectively authorized. At the same time, the people attending the meeting include Sichuan Road & Bridge Co.Ltd(600039) some directors, supervisors and senior managers.
The lawyers of the firm believe that the attendance of the above-mentioned persons at the general meeting of shareholders complies with the provisions of laws and regulations and the articles of association, and the qualifications of the attendants and conveners of the general meeting of shareholders are legal and valid. 3、 Voting procedures and results of the general meeting of shareholders
After verification, Sichuan Road & Bridge Co.Ltd(600039) the shareholders’ meeting voted on the matters listed in the meeting notice by on-site open ballot and online voting, counted and monitored the votes in accordance with the procedures specified in relevant laws and regulations and the articles of association, and announced the voting results in public.
After verification, the first proposal on adjusting the estimated amount of daily connected transactions in 2021 and the third proposal on adjusting the estimated amount of daily connected transactions in 2021 submitted to the general meeting for deliberation are ordinary resolutions, connected transactions and non cumulative voting proposals, The proposal has been deliberated and adopted by more than half of the effective voting rights held by non affiliated shareholders participating in the voting.
After verification, other proposals submitted to the general meeting for deliberation are ordinary resolutions and non cumulative voting proposals, which have been deliberated and adopted by more than half of the effective voting rights held by the shareholders participating in the voting.
After verification, the votes of small and medium-sized investors will be counted separately when counting the voting results of the first proposal and the third proposal considered at the shareholders’ meeting.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association.
4、 Conclusion
In conclusion, our lawyers believe that Sichuan Road & Bridge Co.Ltd(600039) the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners, and the voting procedures and voting results of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of association.
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