Beijing Jingtian Gongcheng (Nanjing) law firm
About
Nanjing Shenghang Shipping Co.Ltd(001205)
The fourth extraordinary general meeting of shareholders in 2021
of
Legal opinion
Unit 1601-1602, Deji Plaza office building, No. 18, Zhongshan Road, Xuanwu District, Nanjing post code: 210005
Tel: (86-25) 8712 8800 Fax: (86-25) 8712 8899
December, 2021
Beijing Jingtian Gongcheng (Nanjing) law firm
About Nanjing Shenghang Shipping Co.Ltd(001205)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2021
To: Nanjing Shenghang Shipping Co.Ltd(001205)
Entrusted by Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the company”), Beijing Jingtian Gongcheng (Nanjing) law firm (hereinafter referred to as “the firm”) has been entrusted with the convening, convening and voting procedures of the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) This legal opinion (hereinafter referred to as “this legal opinion”) is issued for the legal matters related to the qualification and effective voting of the participants at the meeting.
Section I Introduction
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 (revised in 2016) and other currently effective laws, regulations and normative documents, as well as the articles of association of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the documents and materials related to the general meeting of shareholders, and conducted necessary verification and verification on the convening, convening, voting procedures, qualification of participants and matters related to effective voting of the general meeting of shareholders.
The exchange only expresses legal opinions on the convening and convening procedures, the qualifications of participants, voting procedures and effective voting of the general meeting of shareholders, and does not express opinions on the contents of the proposals considered by the general meeting of shareholders and the authenticity and accuracy of the facts and data involved in the proposals.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders. Without the prior written consent of the exchange, the company and any other legal person, unincorporated organization or individual shall not rely on, use or quote this legal opinion for any other purpose. The exchange agrees that this legal opinion shall be disclosed to the public together with other materials as the announcement materials of the general meeting of shareholders, and shall bear relevant legal liabilities according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange provides the following opinions on the legal issues related to the convening and convening procedures, the qualifications of participants, voting procedures and effective voting of the company’s general meeting of shareholders:
Section II main body
1、 Convening procedures of the general meeting of shareholders
On December 15, 2021, the company was on cninfo.com（ http://www.cn.info.com..cn. ）And the notice of Nanjing Shenghang Shipping Co.Ltd(001205) on convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “meeting notice”) published on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) to notify and announce the convener, convening method, time, place, deliberation matters, registration method, voting method and other matters of the fourth extraordinary general meeting of shareholders in 2021.
After verification, our lawyers believe that the convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Procedures for convening the general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on December 30, 2021 in the conference room on the third floor, S11, science and Innovation Park, October commune, GuangYue Road, Qixia District, Nanjing. The time, place and method of the meeting were consistent with the contents of the notice of the general meeting of shareholders of the company.
3. The general meeting of shareholders adopts Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com..cn. ）Online voting. The voting time through the voting platform of the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on December 30, 2021; The voting time through the Internet voting platform of Shenzhen stock exchange is from 9:15 to 15:00 on December 30, 2021. The start time and end time of online voting at the shareholders’ meeting are consistent with the contents of the notice of the company’s shareholders’ meeting.
After verification, our lawyers believe that the convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
3、 Qualifications of conveners and attendees of the general meeting of shareholders
1. According to the notice and announcement of the general meeting of shareholders of the company, the convener of the general meeting of shareholders is the board of directors of the company. 2. According to the notice and announcement of the general meeting of shareholders of the company, shareholders holding the company’s shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on the afternoon of December 24, 2021 have the right to attend and vote at the general meeting of shareholders.
3. According to the shareholder registration form, 7 shareholders attended the on-site meeting of the general meeting of shareholders, representing 35698000 voting shares of the company, accounting for 29.6824% of the total voting shares of the company. According to the statistics of Shenzhen stock exchange trading system and Internet voting system, there are 6 shareholders voting through the network system during the network voting time, representing 30374500 voting shares of the company, accounting for 25.2560% of the total voting shares of the company.
4. Li Taoyuan, chairman of the company, presided over the meeting. Members of the board of directors, some members of the board of supervisors and the Secretary of the board of directors attended the shareholders’ meeting. Some senior managers of the company and lawyers of the firm attended the shareholders’ meeting as nonvoting delegates.
After verification, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid.
4、 Voting procedures and results of the general meeting of shareholders
1. According to the notice of the company’s shareholders’ meeting, the shareholders’ meeting adopts the combination of on-site voting and online voting.
2. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the proposals of the general meeting of shareholders by open ballot, and monitored, checked and counted the votes in accordance with relevant regulations. Online voting is based on the total number of voting rights and voting results of online voting of the general meeting of shareholders provided by Shenzhen Stock Exchange to the company. After the voting, the company consolidated and counted the voting results of on-site voting and online voting.
3. The shareholders’ meeting voted on the following proposals:
3.1 about
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract;
3.2 about
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
Proposal of the;
3.3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
4. According to the voting results, all proposals considered at the general meeting of shareholders were considered and adopted at the general meeting of shareholders.
After verification, our lawyers believe that the voting procedures and voting results of the general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the fourth extraordinary general meeting of shareholders in Nanjing Shenghang Shipping Co.Ltd(001205) 2021 comply with the provisions of laws, administrative regulations and the articles of association, the qualifications of the personnel attending the general meeting of shareholders are legal and valid, the voting procedures on the proposals at the general meeting of shareholders are legal and the voting results are legal and valid.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng (Nanjing) law firm on the fourth extraordinary general meeting of shareholders in Nanjing Shenghang Shipping Co.Ltd(001205) 2021)
Person in charge: Hu Zhengzheng handling lawyer: Wu Yongquan
Zhang Qi
specific date
