Shanghai jintiancheng law firm
About Zhejiang Reclaim Construction Group Co.Ltd(002586)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9, 11, 12 level of Shanghai Center Tower, Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Zhejiang Reclaim Construction Group Co.Ltd(002586)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhejiang Reclaim Construction Group Co.Ltd(002586)
Entrusted by Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “the company”), Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) has held the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations and other normative documents such as the rules for the general meeting of shareholders of listed companies (revised in 2022) and the Zhejiang Reclaim Construction Group Co.Ltd(002586) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Reviewed the relevant documents and materials that the exchange considered necessary for issuing this legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened and held by the board of directors of the company. On February 12, 2022, the company has posted on cninfo.com, the information disclosure website designated by the company（ http://www.cn.info.com.cn. ）The notice on convening the second extraordinary general meeting of shareholders in 2022 was published on the website to announce the time, place, agenda, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders.
The general meeting of shareholders was held on February 28, 2022 in the conference room on the 12th floor of the company, No. 1009, Guangxian Road, high tech Zone, Ningbo. Online voting through the system of Shenzhen Stock Exchange will be conducted from 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 28, 2022; Voting through the Internet voting system of Shenzhen Stock Exchange will be conducted at any time from 9:15 to 15:00 on February 28, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies (revised in 2022) and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
According to the signature and power of attorney of the shareholders attending the meeting, there are 2 Shareholders and shareholders’ agents who vote on site, representing 493577204 voting shares, accounting for 431364% of the total shares of the listed company; According to the online voting results, 32 shareholders and shareholder agents participated in the online voting, representing 128669274 voting shares, accounting for 112451% of the total shares of the listed company.
Accordingly, 34 shareholders and shareholders’ proxies participated in on-site and online voting, representing 622246478 voting shares, accounting for 543815% of the total shares of the listed company.
The above shareholders are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of 15:00 p.m. on February 22, 2022.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Minority investors and shareholders attending the meeting
A total of 31 shareholders and shareholders’ agents of small and medium-sized investors participated in the meeting through on-site and online, representing 69567717 voting shares, accounting for 6.0799% of the total voting shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: 1. Directors, supervisors and senior managers of the listed company; 2. Shareholders who individually or jointly hold more than 5% of the shares of the listed company.) 3. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the general meeting of shareholders are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
3、 Proposals considered at the general meeting of shareholders
After examination and verification by our lawyers, the proposals deliberated at this general meeting of shareholders fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice of convening this general meeting of shareholders; There was no amendment to the notice of the shareholders’ meeting, and there was no new proposal proposed by the shareholders. 4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following resolutions by combining on-site voting and online voting:
1. The proposal on electing candidates for independent directors of the sixth board of directors of the company (this proposal adopts the cumulative voting system to vote one by one).
1.01 proposal on electing Mr. Qian Ronglu as an independent director of the sixth board of directors of the company
Total voting:
537407653 shares were approved, accounting for 863657% of the shares held by all shareholders attending the meeting;
Total voting of minority shareholders:
43830448 shares were agreed, accounting for 630040% of the shares held by minority shareholders attending the meeting.
Voting results:
Elected √ not elected □
After review, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies (revised in 2022) and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualification, meeting attendance qualification, meeting voting procedures and voting results of the second extraordinary general meeting of shareholders in 2022 are in line with the company law, rules for general meetings of shareholders of listed companies (revised in 2022) and other laws and regulations The relevant provisions of the rules and other normative documents and the articles of association are legal and effective.
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Handling lawyer of Shanghai jintiancheng law firm:
Xu Zhoubo
Person in charge: Handling lawyer:
Gu Gongyun, Cao Chengzhe
Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chongqing, Chengdu, Taiyuan, Hong Kong, Qingdao, Xiamen·
Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi’an, Guangzhou, Changchun, Wuhan, Urumqi
Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
Tel: (86) 2120511000; Fax: (86) 2120511999 website: http://www.allbrightlaw.com./
