Guohao law firm (Jinan)
About Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
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”) of China Securities Regulatory Commission, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other relevant laws and administrative regulations According to the provisions of departmental rules, normative documents and the Shandong Hi-Speed Road&Bridge Co.Ltd(000498) articles of Association (hereinafter referred to as the “articles of association”), Guohao law firm (Jinan) (hereinafter referred to as the “firm”) accepted the entrustment of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the “company”) and appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) held by the company on March 23, 2022, And issue this legal opinion on relevant matters of this general meeting of shareholders.
In order to issue this legal opinion, our lawyer reviewed the following documents provided by the company, including:
1. Articles of Association;
2. Announcement of resolutions of the 31st meeting of the ninth board of directors, the 32nd meeting of the ninth board of directors and the 33rd meeting of the ninth board of directors;
3. The notice of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “Notice of general meeting”) published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com (hereinafter referred to as “designated information disclosure media”) on March 8, 2022;
4. Letter of Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd. (hereinafter referred to as “high speed investment”) on the interim proposal of the first extraordinary general meeting of shareholders in Shandong Hi-Speed Road&Bridge Co.Ltd(000498) 2022;
5. The supplementary notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Supplementary Notice of the general meeting of shareholders”) published on the designated information disclosure media on March 12, 2022
6. Registration records and voucher materials of shareholders attending the general meeting of shareholders of the company;
7. Documents of the general meeting of shareholders of the company.
The company has assured our lawyers that the originals and copies of all documents provided by the company are true and complete, and the company has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to our lawyers without any concealment or omission.
Our lawyers agree to take this legal opinion as the announcement material of this shareholders’ meeting, announce it together with other documents to be announced, and bear the responsibility for the legal opinions issued by our lawyers according to law.
This legal opinion is only used by the company for the purpose of the first extraordinary general meeting of shareholders in 2022. No one shall use it for any other purpose without the consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting and issued the following legal opinions on the relevant matters involved in the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The shareholders’ meeting was convened by the resolution of the 32nd meeting of the ninth board of directors on March 7, 2022 and convened by the board of directors of the company.
The board of directors of the company announced the notice of convening the shareholders’ meeting on the designated information disclosure media on March 8, 2022.
2. The notice of the general meeting of shareholders lists the time and place of the general meeting of shareholders, convener of the meeting, voting method, online voting time, participants of the meeting, matters to be considered at the meeting, equity registration date, registration method, registration time and place, contact person and contact telephone number of shareholders participating in the on-site meeting.
3. On March 11, 2022, the company received a written letter submitted by shareholders’ high-speed investment, proposing to add an interim proposal to the general meeting of shareholders. On March 12, 2022, the board of directors announced the supplementary notice of the general meeting of shareholders on the designated information disclosure media, The proposal on winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi No. 7 and Jinan Hongjia, the proposal on winning the bid of linteng expressway, Gaoshang Expressway and investing in shangao Zhiyuan, and the proposal on winning the bid of Jihe Expressway and investing in an Cheng partnership were added. In addition to the above changes, the date of the first extraordinary general meeting of the company in 2022 The time, place, method, equity registration date and other related matters remain unchanged.
(II) convening of the general meeting of shareholders
After verification by our lawyers, according to the notice of the general meeting of shareholders, this general meeting of shareholders adopts the combination of on-site meeting and online voting. Of which:
1. Online voting time
(1) 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 March 23, 2022.
(2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 23, 2022.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on March 23, 2022 in the meeting room on the fourth floor of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) No. 14677 Jingshi Road, Lixia District, Jinan City, Shandong Province by on-site voting. The actual time, place and method of the meeting were consistent with the above notice of the meeting.
The shareholders’ meeting was presided over by Mr. Zhou Xinbo, chairman of the company, and all the agenda of the meeting was completed.
After verification, our lawyers believe that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complies with the provisions of laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and persons attending the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
According to the notice of the general meeting of shareholders, as of the afternoon closing of March 17, 2022, the shareholders or agents of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to participate in the general meeting of shareholders.
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the equity registration date, our lawyers verified the qualifications of shareholders and shareholders’ agents attending the shareholders’ meeting on site. There were 4 shareholders (including shareholders’ representatives and shareholders entrusted to attend the meeting) attending the shareholders’ meeting on site, holding 1017502817 voting shares, accounting for 65.23% of the total shares of the company.
According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 12 shareholders who effectively voted through the online voting system within the specified time of online voting held 22784970 voting shares, accounting for 1.46% of the total shares of the company.
In addition to the above shareholders and shareholders’ agents, the persons attending the shareholders’ meeting also include some directors, supervisors, senior managers and lawyers of the company.
Our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the above-mentioned participants attending the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts a combination of on-site voting and online voting. Verified by our lawyers, the shareholders’ meeting deliberated and voted on the five proposals listed in the supplementary notice of the shareholders’ meeting; The meeting adopts the method of open ballot, and the lawyers of the exchange, the shareholder representatives and supervisors designated by the shareholders attending the general meeting of shareholders shall count the votes and supervise the counting process; Shareholders participating in online voting shall vote on the proposal in accordance with the methods and processes specified in the trading system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data of online voting of the general meeting of shareholders.
After the voting of this general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting and announced them on the spot. A total of 16 shareholders (including shareholders’ representatives and entrusted agents) participated in the voting of the general meeting of shareholders through on-site and online voting, with a total of 1040287787 voting shares, accounting for 66.69% of the total shares of the company. Among them, a total of 13 minority shareholders (excluding directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) participated in the shareholders’ meeting through on-site and online, holding 22807470 voting shares, accounting for 1.46% of the total shares of the company.
(II) voting results
According to the verification of our lawyers, all five proposals were passed by vote one by one at the general meeting of shareholders. The voting results of the proposals are as follows:
Agree against abstention
The total number of votes for the resolution of the order is percent, the number of votes is percent, and the number of votes is percent
Ratio (%)
On the 9th by election of the company
Proposal of the board of directors 104012738799.981 Tangshan Port Group Co.Ltd(601000) .02 300 0.0010402877871
Voting results of minority shareholders 2264707099.301 Tangshan Port Group Co.Ltd(601000) .70 300 0. Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 7470
On renewal of related party transactions
Proposal on setting up framework agreement 17038947499.518363000.49 300 0.001712260742
Voting results of minority shareholders 2197087096.338363003.67 300 0. Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 7470
About winning the bid for Lin Teng expressway
Gaoshang expressway, xiaoxujia Zhiyao
3 wall airport expressway, xiaoxujia 17106567499.911 Tangshan Port Group Co.Ltd(601000) .09 300 0.00171226074 Ganggou expressway, Dongqing Expressway and
Invest in Lingxi No. 7 and Ji Nanhong
Jia’s proposal
Voting results of minority shareholders 2264707099.301 Tangshan Port Group Co.Ltd(601000) .70 300 0. Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 7470
About winning the bid for Lin Teng expressway
Proposal on high-speed Commercial Highway and investment in shangao to 17106567499.911 Tangshan Port Group Co.Ltd(601000) .09 300 0.001712260744
Voting results of minority shareholders 2264707099.301 Tangshan Port Group Co.Ltd(601000) .70 300 0. Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 7470
About winning the bid of Ji He Expressway
Proposal on investment in an Cheng partnership 17106567499.911 Tangshan Port Group Co.Ltd(601000) .09 300 0.001712260745
Voting results of minority shareholders 2264707099.301 Tangshan Port Group Co.Ltd(601000) .70 300 0. Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 7470
The above proposals 2-5 involve related party transactions, and the related shareholders Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. and Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd. abstain from voting. The above five proposals are major issues affecting the interests of minority shareholders, and the votes of minority shareholders are counted separately.
The shareholders’ meeting did not vote on matters not listed in the supplementary notice of the shareholders’ meeting. The lawyers of the firm believe that the voting procedures and results of the general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, the voting procedures and voting results of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws, administrative regulations, normative documents and the articles of association, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate, with the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Shandong Hi-Speed Road&Bridge Co.Ltd(000498) 2022)
Head of Guohao law firm (Jinan):
Witness lawyer of Zheng Jifa:
Chen Yu
