Beijing Jincheng Tongda law firm
about
China Camc Engineering Co.Ltd(002051) of the first extraordinary general meeting of shareholders in 2002
Legal opinion
Jin Zheng FA Yi [2022] Zi 0118 No. 0026
100004, 10th floor, building a, international trade building, No. 1 Jianguomenwai street, Beijing, China
Tel: 010-5706 8585 Fax: 010-8515 0267
Beijing Jincheng Tongda law firm
About China Camc Engineering Co.Ltd(002051)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
Jin Zheng FA Yi [2022] Zi 0118 No. 0026 to: China Camc Engineering Co.Ltd(002051)
Hired by China Camc Engineering Co.Ltd(002051) (hereinafter referred to as ” China Camc Engineering Co.Ltd(002051) ” or “the company”) and appointed by Beijing Jincheng Tongda law firm (hereinafter referred to as “the firm”), the lawyers of the firm attended the first extraordinary general meeting of shareholders in China Camc Engineering Co.Ltd(002051) 2002 and issued legal opinions on relevant matters of the meeting.
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, and the measures for the administration of law firms engaging in securities legal business According to the requirements of laws, regulations and normative documents such as the securities legal business practice rules of law firms and the provisions of the China Camc Engineering Co.Ltd(002051) articles of Association (hereinafter referred to as the “articles of association”), before and during the meeting, our lawyers reviewed the relevant materials related to the shareholders’ meeting, and reviewed the convening and convening procedures of the shareholders’ meeting, The legitimacy of important matters such as the qualification of the personnel attending the meeting, the qualification of the convener, the deliberation of the proposal, the voting method, voting procedure and voting results of the general meeting of shareholders were verified. Due to the influence of the current New Coronavirus epidemic and the temporary epidemic prevention requirements of China Camc Engineering Co.Ltd(002051) , our lawyer failed to attend the meeting, and attended the meeting by video and other auxiliary methods, and witnessed the meeting.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
China Camc Engineering Co.Ltd(002051) the first extraordinary general meeting of shareholders in 2002 was convened by the resolution of the 15th meeting of the seventh board of directors of the company and was published in China Securities Journal, securities times and cninfo on December 23, 2021（ http://www.cn.info.com.cn. ）The notice of China Camc Engineering Co.Ltd(002051) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) was announced on the. The notice of the meeting has listed the time, place, content and other relevant matters of the shareholders’ meeting.
(I) Convener
The convener of this general meeting of shareholders is the board of directors of the company
(II) convening method of the meeting
The shareholders’ meeting will be held by combining on-site voting and online voting. The company will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights on the proposal through the above system during the online voting time.
(III) time and place of on-site meeting
The on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on January 18, 2022 in the multi-functional hall on the 10th floor of block a, No. 3 Danling street, Haidian District, Beijing.
(IV) online voting time
1. The specific time of online voting through the trading system of Shenzhen stock exchange during trading hours is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 1:00-3:00 p.m. on January 18, 2022;
2. The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. – 3:00 p.m. on January 18, 2022.
Upon review, the convening and convening procedures of the general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents such as the company law and the rules of the general meeting of shareholders, as well as the relevant provisions of the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders of the company and their authorized representatives
According to the notice of the meeting, the persons entitled to participate in the shareholders’ meeting are all ordinary shareholders and authorized representatives of shareholders registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of January 11, 2022.
11 shareholders and their authorized representatives attended the general meeting, representing 794404822 shares, accounting for 64.1991% of the total voting shares of the company. Among them, there were 3 shareholders and their authorized representatives present, representing 787499321 shares, accounting for 63.6410% of the total voting shares of the company; There are 8 shareholders voting through the online voting system, representing 6905501 shares, accounting for 0.5581% of the total voting shares of the company.
After verification, the shareholders attending the shareholders’ meeting have corresponding qualifications, the shareholders hold relevant shareholding certificates, and the authorized representative of the shareholders has a power of attorney, which meets the requirements of relevant laws, regulations and normative documents such as the company law and the rules of the shareholders’ meeting, and the relevant provisions of the articles of association. The qualification of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. After verification, there were 8 minority shareholders and their authorized representatives attending the shareholders’ meeting, with 6905501 representative shares, accounting for 0.5581% of the total voting shares of the company, and all attended the meeting through the online voting system.
There was no duplication of on-site voting and online voting in this meeting.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
In addition to the shareholders and their authorized representatives attending the shareholders’ meeting, other persons attending or attending the shareholders’ meeting as nonvoting delegates are some directors, supervisors, senior managers of the company and the witness lawyers of the exchange. Such personnel are legally qualified to attend or attend the general meeting of shareholders.
3、 Proposal of this shareholders’ meeting
According to the notice of meeting and relevant materials of the meeting, the proposals considered at the shareholders’ meeting are:
Deliberated the proposal on by election of independent directors.
The above proposals are ordinary resolutions, which shall be adopted by more than half of the voting rights held by the shareholders (including agents) attending the general meeting of shareholders.
According to the requirements of the rules of the general meeting of shareholders, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, the above proposals are major matters affecting the interests of small and medium-sized investors, The votes of small and medium-sized investors (small and medium-sized investors refer to directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company) shall be counted and disclosed separately.
After review, the matters considered at this shareholders’ meeting are consistent with those listed in the notice of meeting. No shareholders have put forward new proposals beyond the above matters, and there is no change in the contents of the proposals.
4、 Voting methods, procedures and results of the general meeting of shareholders the general meeting of shareholders was held in accordance with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. (I) the shareholders attending the on-site meeting and their authorized representatives voted on the proposals of the meeting by open ballot. The company monitored, checked and counted the votes in accordance with laws and regulations, and announced the voting results of the on-site meeting on the spot.
(II) after the online voting, according to the online voting data of the meeting provided by Shenzhen Securities Information Co., Ltd., the company consolidated and counted the voting results of on-site voting and online voting. The final voting results are as follows:
Deliberating the proposal on by election of independent directors
794238822 shares were approved, accounting for 99.9791% of the total shares held by voting shareholders attending the meeting; Against 42200 shares, accounting for 0.0053% of the total shares held by voting shareholders attending the meeting; 123800 shares were abstained, accounting for 0.0156% of the total shares held by voting shareholders attending the meeting. Among them, small and medium-sized investors agreed to 6739501 shares, accounting for 97.5961% of the total voting shares held by small and medium-sized shareholders attending the meeting; Against 42200 shares, accounting for 0.6111% of the shares held by minority shareholders attending the meeting; 123800 shares were abstained, accounting for 1.7928% of the shares held by minority shareholders attending the meeting.
The shareholders’ meeting voted and adopted the above proposal.
Upon examination, the voting methods, procedures and results of this general meeting of shareholders are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with relevant laws, regulations, normative documents and the articles of association, and the qualifications of the convener, attendees, voting methods, voting procedures and voting results of the general meeting of shareholders are legal and effective.
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Person in charge: (signature) handling lawyer: (signature)
Yang Chen: Tian Zhiyu:
Xiong Mengfei:
January 18, 2022
