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Guangdong Huashang law firm
About Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Guangdong Huashang law firm
January 2022
Guangdong Huashang law firm
About Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
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”) and other laws, regulations and normative documents of the China Securities Regulatory Commission, Guangdong Huashang law firm (hereinafter referred to as “the firm”) accepted the entrustment of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company”), appointed lawyer Liu Liping and lawyer he Qing to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), and issued this legal opinion on Relevant Issues of the general meeting of shareholders in accordance with the law.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at the general meeting of shareholders and the relevant facts or data expressed in such proposals.
This legal opinion is only used for the purpose of this shareholders’ meeting. No one shall use it for any other purpose without the written consent of the exchange. The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion.
In view of this, our lawyers express the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion:
1、 On the convening and convening of this general meeting of shareholders
The 8th meeting of the 4th board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022. On December 25, 2021, the board of directors announced the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) on the legal information disclosure media Place, equity registration date, meeting agenda and proposal, convening method, attendees, meeting registration measures and other matters shall be announced.
After verification, the shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 15:00 p.m. on Wednesday, January 11, 2022 in the conference room of the company’s peony hall, floor 4, block B, Honglong Century Plaza, 4002 Shennan East Road, Luohu District, Shenzhen, Guangdong Province, presided over by Mr. Zhuang Zhong, chairman of the company; The company passes the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during network voting time. Among them, the 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 January 11, 2022; The specific time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 11, 2022.
The lawyers of the firm believe that the time, method and content of the notice of the general meeting of shareholders issued by the company comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of Association; The actual time, place and content of the shareholders’ meeting are consistent with those in the notice of shareholders’ meeting. The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. After checking the company’s register of shareholders, identity certificates, power of attorney and other documents of shareholders and shareholders’ representatives participating in the on-site meeting provided by the company, and according to the online voting data provided by Shenzhen Securities Information Co., Ltd., the shareholders and shareholders’ representatives participating in the general meeting are as follows:
A total of 33 shareholders and shareholder agents who attended and voted at the on-site meeting and participated in online voting were shareholders registered in China Securities Depository and Clearing Corporation Shenzhen branch or their authorized representatives. The total number of voting shares held by them was 251774478, accounting for 34.9424% of the total number of voting shares of the company.
(1) Shareholders and shareholders’ representatives attending the on-site meeting
According to the signatures and power of attorney of the participants, there were 20 shareholders and representatives attending the on-site meeting of the general meeting of shareholders, all of whom were registered in Shenzhen Branch of China Securities Depository and clearing corporation or their authorized representatives as of the closing of the market on the afternoon of January 4, 2022. The total number of voting shares held was 251557778, Accounting for 34.9123% of the total voting shares of the company.
Our lawyers believe that the qualifications of the above shareholders or shareholders’ representatives to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the online voting data provided by Shenzhen Securities Information Co., Ltd. authorized by Shenzhen Stock Exchange, there are 13 shareholders participating in online voting, and the number of voting shares held is 216700, accounting for 0.0301% of the total voting shares of the company.
In addition to the above shareholders and shareholders’ representatives, other personnel attending the meeting are directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel attending the on-site meeting of the company’s general meeting of shareholders are legal and valid.
(II) qualification of the convener of the general meeting of shareholders
According to the notice of the general meeting of shareholders, the convener of the general meeting of shareholders is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopts a combination of open voting and online voting.
The shareholders participating in the on-site voting voted on all proposals by open ballot, and the shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes.
Shareholders participating in online voting shall vote through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange, and vote by open ballot in accordance with the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the general meeting of shareholders.
After all the voting at the general meeting of shareholders was completed, Shenzhen Securities Information Co., Ltd. combined and counted the voting results of on-site and online voting, and the shareholders and shareholders’ agents attending the general meeting of shareholders did not raise any objection to the voting results. The minutes and resolutions of the meeting shall be signed by the directors and supervisors of the company attending the meeting.
(II) voting results
The general meeting of shareholders adopted a combination of on-site open voting and online voting, and considered and adopted the following proposals:
1. The proposal on the company and its holding subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 was reviewed and adopted
The voting results were as follows:
251690778 shares were approved, accounting for 99.9668% of the shares held by all shareholders attending the meeting; Against 83700 shares, accounting for 0.0332% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The motion was passed.
2. The proposal on the prediction of the guarantee amount of the company and its holding subsidiaries in 2022 was considered and adopted, and the voting results are as follows:
Agree to 251690678 shares, accounting for 99.9667% of the shares held by all shareholders attending the meeting; Against 83700 shares, accounting for 0.0332% of the shares held by all shareholders attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The motion was passed.
3. The proposal on the provision of guarantee and related party transactions for the credit extension of the company and its holding subsidiary banks and other financial institutions by the actual controller and relatives in 2022 was reviewed and adopted
The voting results were as follows:
Agreed to 2623500 shares, accounting for 96.9082% of the shares held by all shareholders attending the meeting; Against 83700 shares, accounting for 3.0918% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The motion was passed.
This proposal involves related party transactions, and related shareholders Zhuang Xiaohong and Zhuang zhannuo have avoided voting.
4. The proposal on the prediction of the guarantee amount of the wholly-owned subsidiary in 2022 was deliberated and adopted
The voting results were as follows:
Agree to 251690678 shares, accounting for 99.9667% of the shares held by all shareholders attending the meeting; Against 83700 shares, accounting for 0.0332% of the shares held by all shareholders attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The motion was passed.
After verification, the proposal 3 considered at the general meeting of shareholders involves related party transactions, and the related shareholders have avoided voting. Proposals 2 and 4 discussed at the general meeting of shareholders involve special resolutions, which have been adopted by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting; Proposals 1 and 3 have been adopted by more than half of the total number of valid voting shares held by shareholders attending the meeting. The shareholders’ meeting did not modify the original proposal or put forward new proposals.
The lawyers of the firm believe that the matters considered at the general meeting of shareholders of the company are consistent with those listed in the announcement, the voting procedures and votes of the general meeting of shareholders of the company comply with the provisions of laws, administrative 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 attendees and conveners, as well as the voting procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association, and the resulting resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate.
The main body of the Guangdong Huashang law firm’s opinions on the interim general meeting of shareholders is page 822 {2022}
Principal: Handling lawyer:
Gao Shu Liu Liping
He Qing
January 11, 2022
