Beijing Guofeng law firm
Legal opinion on Shenzhen Urban Transport Planning Center Co.Ltd(301091) 2021 annual general meeting of shareholders
Gflgz [2022] No. a0289
To: Shenzhen Urban Transport Planning Center Co.Ltd(301091) (your company)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission In accordance with the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “practice measures”) and the articles of association of your company (hereinafter referred to as the “articles of association”), we appoint lawyers to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as the “meeting”) and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After inspection, this meeting was decided by the fourth regular meeting of the first board of directors of your company and convened by the board of directors. The board of directors of your company was posted on the website of Shenzhen Stock Exchange on April 22, 2022（ http://www.szse.cn. ）, tide information website（ http://www.cn.info.com.cn. ）The notice on convening the 2021 annual general meeting of shareholders has been publicly released, which specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date, registration method, contact address, contact person and other matters of shareholders who have the right to attend the meeting, At the same time, the deliberation items of this meeting are listed, and the contents of relevant proposals are fully disclosed.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled on May 20, 2022 at floor B-10, building 9, zone 2, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen, presided over by Zhang Xiaochun, chairman of your company. The specific time for online voting through the trading system of Shenzhen Stock Exchange at this meeting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on May 20, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents and the statistical results of online voting fed back by Shenzhen Securities Information Co., Ltd., the register of shareholders as of the equity registration date of the meeting was verified and confirmed by your company and our lawyers. A total of 19 shareholders (shareholder agents) voted on-site and online at the meeting, representing 108163100 shares, Accounting for 676019% of the total shares of your company. In addition to the shareholders (shareholders’ agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualification of the above shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company’s announced meeting notice. After deliberation and in accordance with the voting procedures stipulated in the articles of association, the following proposals were adopted:
1. Work report of the board of directors in 2021;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
2. Work report of the board of supervisors in 2021;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
3. Financial statement report of 2021;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
4. Annual report 2021 and its summary;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
5. Proposal on using part of the over raised funds to repay bank loans;
Voting results: 108090300 shares were approved, accounting for 999327% of the total number of valid voting shares attending the meeting; Against 72800 shares, accounting for 0.0673% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
6. Plan for profit distribution and conversion of capital reserve into share capital in 2021;
Voting results: 108094600 shares were approved, accounting for 999367% of the total number of valid voting shares attending the meeting; 68500 opposition shares, accounting for 0.0633% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
7. Proposal on the implementation of related party transactions in 2021 and the prediction of daily related party transactions in 2022; Voting results: Jonjee Hi-Tech Industrial And Commercial Holding Co.Ltd(600872) 00 shares were approved, accounting for 998738% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.1262% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The related shareholder Shenzhen Smart City Technology Development Group Co., Ltd. has avoided voting according to law, and the number of shares held by it is not included in the total number of voting shares mentioned above.
8. Proposal on hiring audit institutions in 2022;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 72800 shares, accounting for 0.0673% of the total number of valid voting shares attending the meeting; 3100 shares were abstained, accounting for 0.0029% of the total number of valid voting shares attending the meeting.
9. Financial budget report for 2022;
Voting results: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the meeting; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
10. Proposal on using idle self owned funds for cash management;
Voting results: 108060900 shares were approved, accounting for 999055% of the total number of valid voting shares attending the meeting; Against 102200 shares, accounting for 0.0945% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The lawyers of the firm, the two shareholders’ representatives elected on site and the supervisor’s representative are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Your company will count the votes of small and medium-sized investors separately and disclose the voting results separately. Independent directors have expressed independent opinions on the above proposal.
After verification, proposal 6 is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by the shareholders (shareholders’ agents) attending the general meeting of shareholders; Other proposals are approved by more than half of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the Shenzhen Urban Transport Planning Center Co.Ltd(301091) 2021 annual general meeting of shareholders)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Yuan yueyun
Wu renhuan
May 20, 2022
