Beijing Deheng Law Firm
On the first extraordinary general meeting of shareholders of ZTE Shenyang Commercial Building (Group) Co., Ltd. in 2021
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
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Beijing Deheng Law Firm
About ZTE Shenyang Commercial Building (Group) Co., Ltd
Of the first extraordinary general meeting of shareholders in 2021
Legal opinion
Deheng 01g20210054 to: ZTE Shenyang Commercial Building (Group) Co., Ltd
The first extraordinary general meeting of shareholders of ZTE Shenyang Commercial Building (Group) Co., Ltd. (hereinafter referred to as "the company") in 2021 (hereinafter referred to as "the meeting") was held on Tuesday, December 28, 2021. Beijing Deheng Law Firm accepted the entrustment of the company and appointed lawyer Li Zhe and lawyer Hou Yang (hereinafter referred to as "Deheng lawyer") ）Attend this 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 articles of association of ZTE Shenyang Commercial Building (Group) Co., Ltd. (hereinafter referred to as the "articles of association") ）Lawyer Deheng witnessed and gave legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures and other related matters of the meeting.
In order to issue this legal opinion, lawyer Deheng attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(i) Articles of Association;
（2） Resolutions of the board of directors and proposals considered by relevant general meetings of shareholders;
（3） The company was posted on cninfo.com on December 9, 2021（ http://www.cn.info.com..cn. ）Notice of ZTE Shenyang Commercial Building (Group) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "Notice of general meeting of shareholders");
（4） Registration records and vouchers of shareholders attending the meeting;
（5） The voting status of the shareholders of the company at this meeting and the supporting documents;
（6） Other documents of the meeting.
Lawyer Deheng has obtained the following guarantee: the company has provided the materials that lawyer Deheng considers necessary to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only discusses whether the convening and convening procedures of the company's current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Whether the voting results are legal and effective, and will not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Deheng and Deheng lawyers are in accordance with the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) And other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the issued concluding opinions are legal and accurate without false records Misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of the company's meeting, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company's meeting:
1、 On the convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
1. According to the resolution of the 32nd meeting of the 7th board of directors held on December 8, 2021, the board of directors of the company convened this meeting.
2. On December 9, 2021, The company published the notice of ZTE Shenyang Commercial Building (Group) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2021 on cninfo.com 。 The announcement date of the notice of the meeting has been more than 15 days from the date of the meeting, and the interval between the equity registration date and the date of the meeting is no more than 7 working days. According to the contents of the above notice, the company has issued a notice to all shareholders of the company to convene the general meeting of shareholders.
3. The aforesaid announcement lists the convener, method, time, attendees, place, registration method, contact person and contact information of the shareholders' meeting, and fully and completely discloses the specific contents of the shareholders' meeting.
Lawyer Deheng believes that the convening procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
（2） Convening of this meeting
1. The meeting adopts the combination of on-site voting and online voting
The on-site meeting of the general meeting of shareholders was held at 14:50 p.m. on Tuesday, December 28, 2021 in the conference room on the 9th floor of the company, No. 86, Taiyuan north street, Heping District, Shenyang City, Liaoning Province. The actual time, place and method of the meeting are consistent with the notice of the general meeting of shareholders The time, place and method are the same as those told in the. The online voting time of this meeting is December 28, 2021. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 28, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on December 28, 2021.
2. The meeting was presided over by Mr. Qu Dayong, chairman of the company. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors recorded the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening the meeting. Lawyer Deheng believes that the actual time, place and contents of the general meeting of shareholders of the company are consistent with the contents of the notice, and the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 About the qualifications of the persons attending the general meeting of shareholders and the convener of the meeting
(i) There are 4 shareholders and shareholder agents attending the company's on-site meetings and online voting, representing 191606727 voting shares of the company, accounting for 46.0904% of the company's total share capital, including:
1. There are 4 shareholders and shareholder agents attending the on-site meeting, representing 191606727 voting shares of the company, accounting for 46.0904% of the total share capital of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of the meeting, there are 0 shareholders participating in the online voting of the meeting, representing 0 shares with voting rights of the company, accounting for 0% of the total share capital of the company.
3. There were 0 minority investor shareholders and shareholder agents attending the on-site meeting and online voting of the meeting, and the number of voting shares represented was 0, accounting for 0% of the total voting shares of the company. （2） The directors and supervisors of the company attended the shareholders' meeting, and all senior managers and lawyers appointed by the company attended the shareholders' meeting as nonvoting delegates.
Some directors, supervisors and the Secretary of the board of directors of the company attended the meeting, while other senior managers and Deheng lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend the meeting.
（3） The meeting was convened by the board of directors of the company, and his qualification as the convener of the meeting is legal and valid. Lawyer Deheng believes that the qualifications of the personnel attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Shareholders' qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by lawyer Deheng, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(i) The meeting adopted on-site voting and online voting to vote on the proposals of the meeting. Witnessed by lawyer Deheng, the proposals considered at this meeting of the company are consistent with those listed in the notice of the general meeting of shareholders, and there is no modification of the proposals notified at this meeting.
（2） In accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, the shareholders' representative, the supervisor's representative and Deheng lawyer are jointly responsible for counting and supervising the votes.
（3） After voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the moderator announced the voting results at the meeting. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of the meeting, the voting results of the meeting are as follows:
1. The proposal on by election of directors of the seventh board of directors was deliberated and adopted item by item by cumulative voting
1.01 elect Mr. Tang Guilin as a director of the seventh board of directors
Voting results: 191606727 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
According to the voting results, Mr. Tang Guilin was elected as a director of the seventh board of directors.
1.02 elect Mr. Zhu Min as a director of the seventh board of directors
Voting results: 191606727 shares were approved, accounting for 100% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
According to the voting results, Mr. Zhu Min was elected as a director of the seventh board of directors.
The chairman of the meeting, the shareholders attending the meeting and their agents did not raise any objection to the voting results; The proposal of this meeting was passed with effective voting rights; The resolutions of this meeting are consistent with the voting results. Lawyer Deheng believes that the voting results of this meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
6、 Concluding observations
In conclusion, lawyer Deheng believes that the convening and convening procedures of the company's meeting, the main qualifications of the personnel attending the meeting and the convener of the meeting, the proposal, voting procedures and voting results of the meeting are in line with the company law, securities law, rules of shareholders' meeting and other laws, regulations, normative documents and the articles of association, The resolutions adopted at this meeting are legal and valid.
Lawyer Deheng agrees that this legal opinion shall be announced together with other information disclosure materials as the legal document of the company's resolution at this meeting.
This legal opinion is made in duplicate, which shall come into force after being sealed by the office and signed by the person in charge of the office and the witness lawyer. (no text below)
(this page is the signature page of Beijing Deheng Law Firm's legal opinions on the first extraordinary general meeting of shareholders of ZTE Shenyang Commercial Building (Group) Co., Ltd. in 2021)
Beijing Deheng Law Firm
person in charge:
Wang Li
Attorney in charge:
Li Zhe
Attorney in charge:
Hou Yang
December 28, 2001
