Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 33256666 Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Of the 2021 annual general meeting
Legal opinion
To: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as “the rules of the general meeting of shareholders”) and the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of Association (hereinafter referred to as “the articles of association”), Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “the company”), Appoint a lawyer to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) and express legal opinions on the convening and convening procedures, convener qualification, qualification of participants and non voting participants, voting procedures and voting results of the general meeting of shareholders.
In accordance with the provisions of the securities law, 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 and the facts involved in the company’s 2021 annual general meeting of shareholders, the firm and its handling lawyers 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, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The lawyers of the firm give the following legal opinions on the relevant matters involved in the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
In order to hold this general meeting of shareholders, the board of directors of the company held a meeting on cninfo (www.cn. Info. Com. CN.) on April 30, 2022 The notice of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) was announced on the. The notice of the meeting specifies the convening method, time and place of the meeting, fully discloses the contents of the meeting topics, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting, the equity registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, which meets the requirements of the rules of the general meeting of shareholders and the articles of association.
According to the notice of meeting, the shareholders’ meeting adopts a combination of on-site voting and online voting, in which online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Friday, May 20, 2022 in the multi-functional conference room on the fourth floor of building 303, Tairan Fourth Road, chegongmiao, Futian District, Shenzhen. The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on May 20, 2022.
The exchange believes that 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. The actual time, place and contents of the proposals discussed at the general meeting of shareholders are consistent with those contained in the notice of the 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、 Qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company is qualified to convene this general meeting of shareholders.
3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
1. A total of 18 shareholders and their proxies attended the on-site meeting and online voting of the general meeting of shareholders, representing 646294818 shares with voting rights, accounting for 429288% of the total voting shares of the company.
Among them, according to the register of shareholders attending the meeting of the general meeting of shareholders, there are 5 shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, representing 642988394 shares with voting rights, accounting for 427092% of the total voting shares of the company. It is verified that the above shareholders and shareholders’ agents who have passed the on-site attendance at the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 13 shareholders participating in the online voting within the effective time, representing 3306424 shares with voting rights, accounting for 0.2196% of the total voting shares of the company.
Our lawyers cannot verify the qualifications of online voting shareholders. The above qualifications of shareholders voting through the online voting system are verified by the trading system of the stock exchange. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified. 2. Other personnel attending and attending the meeting by on-site or remote video include:
(1) All directors of the company;
(2) All supervisors of the company;
(3) All senior managers of the company;
(4) Our lawyer.
It is verified that the above-mentioned persons are qualified to attend or attend the general meeting of shareholders as nonvoting delegates.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting adopted a combination of on-site voting and online voting. The shareholders attending the meeting considered the proposal and formed the following resolutions:
1. The proposal on capital increase by creditor’s rights and related party transactions was deliberated and adopted
Voting: 114818565 shares were approved, accounting for 999082% of the total voting shares attending the meeting; Against 105500 shares, accounting for 0.0918% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting.
968092% of the total number of shares; Against 105500 shares, accounting for 3.1908% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
Related shareholders have avoided voting on this proposal.
2. The work report of the board of directors in 2021 was considered and adopted
Voting: 646149118 shares were approved, accounting for 999775% of the total voting shares attending the meeting; Against 105500 shares, accounting for 0.0163% of the total voting shares attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0062% of the total voting shares attending the meeting.
Voting of minority shareholders: 3160724 shares were approved, accounting for 955934% of the total voting shares held by minority shareholders attending the meeting; Against 105500 shares, accounting for 3.1908% of the total voting shares held by minority shareholders attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 1.2158% of the total voting shares held by minority shareholders attending the meeting.
3. Deliberated and adopted the work report of the board of supervisors in 2021
Voting: 646149118 shares were approved, accounting for 999775% of the total voting shares attending the meeting; Against 105500 shares, accounting for 0.0163% of the total voting shares attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0062% of the total voting shares attending the meeting.
Voting of minority shareholders: 3160724 shares were approved, accounting for 955934% of the total voting shares held by minority shareholders attending the meeting; Against 105500 shares, accounting for 3.1908% of the total voting shares held by minority shareholders attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 1.2158% of the total voting shares held by minority shareholders attending the meeting.
4. Considered and adopted the full text and summary of the annual report for 2021
Voting: 646125818 shares were approved, accounting for 999739% of the total voting shares attending the meeting; Against 128800 shares, accounting for 0.0199% of the total voting shares attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0062% of the total voting shares attending the meeting.
Voting of minority shareholders: 3137424 shares were approved, accounting for 948887% of the total voting shares held by minority shareholders attending the meeting; The total number of small and medium-sized shareholders with the right to vote against the meeting was 12854893%, accounting for the total number of small and medium-sized shareholders with the right to vote; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 1.2158% of the total voting shares held by minority shareholders attending the meeting.
5. Deliberated and adopted the financial final accounts report for 2021
Voting: 646125818 shares were approved, accounting for 999739% of the total voting shares attending the meeting; Against 128800 shares, accounting for 0.0199% of the total voting shares attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0062% of the total voting shares attending the meeting.
Voting of minority shareholders: 3137424 shares were approved, accounting for 948887% of the total voting shares held by minority shareholders attending the meeting; Against 128800 shares, accounting for 3.8954% of the total voting shares held by minority shareholders attending the meeting; 40200 shares were abstained (including 0 shares by default due to non voting), accounting for 1.2158% of the total voting shares held by minority shareholders attending the meeting.
6. Reviewed and approved the profit distribution plan for 2021
Voting: 646166018 shares were approved, accounting for 999801% of the total voting shares attending the meeting; Against 128800 shares, accounting for 0.0199% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting.
Voting of minority shareholders: 3177624 shares were approved, accounting for 961046% of the total voting shares held by minority shareholders attending the meeting; Against 128800 shares, accounting for 3.8954% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
7. The proposal on the application of the company and its subsidiaries to financial institutions for the financing limit in 2022 was deliberated and adopted
Voting: 643436394 shares were approved, accounting for 995577% of the total voting shares attending the meeting;
2858424 opposed shares, accounting for 0.4423% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting.
Voting of minority shareholders: 448000 shares were approved, accounting for the total number of voting shares held by minority shareholders attending the meeting
