Beijing Jiayuan law firm
About Henan Zhongyuan Expressway Company Limited(600020)
Of the 2021 annual general meeting
Legal opinion
Jiayuan (2022) - 04-316 to: Henan Zhongyuan Expressway Company Limited(600020)
Entrusted by Henan Zhongyuan Expressway Company Limited(600020) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") appointed lawyer Huang Guobao and Lawyer Chen Shuai to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting") for lawyer witness to supervise the procedural legitimacy of the general meeting of shareholders. This legal opinion is issued 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 Henan Zhongyuan Expressway Company Limited(600020) articles of Association (hereinafter referred to as the "articles of association") and other normative documents.
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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office 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 It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
1、 The convening and convening of this general meeting of shareholders is legal and effective
According to the meeting notice issued by the 7th board of directors of the company, this general meeting of shareholders is convened by the board of directors of the company. On April 30, 2022, the company published on the designated newspapers and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Henan Zhongyuan Expressway Company Limited(600020) on convening the 2021 annual general meeting of shareholders was issued on the announcement, which informed the shareholders of the company to convene the general meeting of shareholders by on-site voting and online voting on May 20, 2022. The on-site meeting of the general meeting of shareholders was held at 9:30 a.m. on May 20, 2022 at No. 6, Jingnan 8th Road, Zhengzhou Economic and Technological Development Zone. The meeting was presided over by Mr. Ma chongzhong, chairman of the board; The voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the morning of May 20, 2022, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
On May 10, 2022, the company issued the announcement of Henan Zhongyuan Expressway Company Limited(600020) on adding temporary proposals to the 2021 annual general meeting and the suggestive announcement of Henan Zhongyuan Expressway Company Limited(600020) on adjusting matters related to the 2021 annual general meeting, adding two temporary proposals. At the same time, due to the requirements of epidemic prevention and control in Zhengzhou, in order to strictly implement various epidemic prevention and control measures of government departments, the company adjusted the on-site voting mode to communication voting mode, Other matters remain unchanged.
The exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents.
2、 The qualification of the personnel attending the general meeting of shareholders is legal and valid
1. According to the register of shareholders provided by China Securities Depository and Clearing Center Co., Ltd. Shanghai branch and the signature book prepared by the company, the lawyers of the firm reviewed the identity documents and authorization documents of the shareholders (or shareholders' agents) attending the shareholders' meeting on site, and confirmed that a total of one shareholder (or shareholders' agents) attending the meeting held 1013313285 shares of the company, Accounting for 45.09% of the total voting shares of the company.
2. According to the online voting results provided by the online voting system of Shanghai Stock Exchange, a total of 14 shareholders participated in the shareholders' meeting by online voting, holding 379627673 shares of the company, accounting for 16.89% of the total voting shares of the company.
3. Directors, supervisors, senior managers and lawyers. Some directors, supervisors, senior managers and other personnel invited by the company also attended the shareholders' meeting. Our lawyers attended the shareholders' meeting and witnessed it by video.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders of the company is legal and valid.
3、 The voting procedure of this general meeting of shareholders is legal and effective
1. Attendance at the meeting
Voting rights represented by 15 shareholders (or shareholders' agents) attending the shareholders' meeting
The total number of shares is 1392940958, accounting for 61.98% of the company's total share capital of 2247371832 shares. Among them,
A total of one shareholder (or shareholder agent) attended the meeting, holding 1013313285 shares of the company
Shares, accounting for 45.09% of the total voting shares of the company; Total number of shareholders voting effectively through online voting
14, holding 379627673 shares of the company, accounting for 16.89% of the total voting shares of the company.
The lawyers of the firm believe that the voting rights held by the shareholders (or shareholders' agents) participating in the voting of the general meeting of shareholders are
The shares meet the requirements prescribed by law.
2. Scrutineer and teller
According to the vote counting scheme of the general meeting of shareholders, the votes of each deliberated matter shall be voted by the shareholders, supervisors and shareholders
The lawyers of the firm shall participate in the counting of votes, and the chairman of the meeting shall announce the voting results.
3. Voting method
This general meeting of shareholders adopts the combination of on-site voting and online voting. Attendance unit
Dong (or shareholder's agent) voted on the proposal included in the agenda of the general meeting of shareholders without any vote
Reasons for shelving or not voting.
4. Voting results of the meeting
There are 12 proposals in the shareholders' meeting as follows. The voting results of the proposals in the shareholders' meeting are as follows:
(1) Non cumulative voting motion
Whether the proposal is approved, opposed or abstained or not serial number proposal name proportion number of votes (%) number of votes (%) number of votes (%)
Non cumulative voting proposal
About the company
Directors in 2021139178205899916811072000.0794517000.0038
1. The report on the work of the Council is a proposal
Whether the proposal is approved, opposed or abstained or not serial number proposal name proportion number of votes (%) number of votes (%) number of votes (%)
About the company
2021 annual supervision 139178205899916811072000.0794517000.0038
2. The report on the work of the Council is the motion of the report
About the company
2021: 139178205899916811072000.0794517000.0038
3. The legislative director's work report is the proposal of the report
About the company
Year 2021139185245899921810368000.0744517000.0038
The report and its summary are important proposals
About the company
Fiscal year 2021: 139147205899894514172000.1017517000.0038
5. The final accounts report is a proposal
About the company
Profit in 2021139152375899898214172000.1018 0.0000
6. The profit distribution plan is a proposal
About the company
Fiscal year 2022: 139152375899898214172000.1018 0.0000
7. The budget plan is a proposal
About renewal
2022 annual review 139154245899899613468000.0966517000.0038
8. The proposal of the planning agency is
About Revision
9. Proposal of chapter 138567111099478072698480.5220 0.0000 of the company
About revised
10. Improve the company system 138567111099478072698480.5220 0.0000 yes
(2) Cumulative voting motion
Bill No.: Bill Name: the number of votes obtained accounts for the number of votes attended the meeting. Are you elected
Proportion of effective voting rights
11. Proposal on the election of independent directors
11.01 Ma Shulong 1391593791999032 yes
12 proposal on the election of supervisors
12.01 Duanyu 1391593791999032 yes
Accordingly, our lawyers believe that the voting procedure of this general meeting of shareholders is legal and effective.
4、 Concluding observations
Based on the above review, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders meet the requirements
