COSCO Shipping Technology (002401): Beijing Galaxy Law Firm’s Legal Opinion on the 2023 Annual General Meeting of Shareholders of COSCO Shipping Technology Co., Ltd. – CFi.CN China Finance Network

Original title: COSCO Shipping Technology: Beijing Galaxy Law Firm’s Legal Opinion on the 2023 Annual General Meeting of Shareholders of COSCO Shipping Technology Co., Ltd.

Beijing Galaxy Law Firm
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COSCO Shipping Technology Co., Ltd. 2023 Annual General Meeting of Shareholders
legal opinion

To: COSCO Shipping Technology Co., Ltd.

Beijing Galaxy Law Firm (hereinafter referred to as the firm) accepted the entrustment of COSCO Shipping Technology Co., Ltd. (hereinafter referred to as your company or the company) to handle matters related to your company’s 2023 Annual General Meeting of Shareholders (hereinafter referred to as this meeting). According to 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 of Shareholders’ Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”) and the COSCO This legal opinion is issued in accordance with the relevant provisions of the Articles of Association of Marine Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”).

In order to issue this legal opinion, our firm appointed lawyers to attend this meeting. Our lawyers witnessed the entire process of the conference and verified the documents and facts related to the conference.

Our lawyers agree to use this legal opinion as an announcement document for your company’s general meeting of shareholders and to disclose it to the public together with other documents that should be announced, and we will assume legal responsibility for the legal opinions issued by our lawyers in accordance with the law.

In accordance with the relevant provisions of the “Company Law”, “Conference Rules” and “Articles of Association”, and in accordance with the public standards, ethics and diligence of the lawyer industry, our lawyers now issue the following legal opinions on this conference:
1. Regarding the convening and convening procedures of this conference

On April 2, 2024, your company held the 26th meeting of the seventh board of directors and decided to convene this meeting on April 24, 2024.

On April 3, 2024, your company published the “Notice of COSCO Shipping Technology Co., Ltd. on Convening the 2023 Annual General Meeting of Shareholders” on the Juchao Information Network (http://www.cninfo.com.cn) and the Securities Times “, which lists the convener of this meeting, convening method, convening time, on-site meeting location, equity registration date, attendees, matters to be reviewed, on-site meeting registration method, online voting identity authentication and voting procedures, etc.

On April 12, 2024, the controlling shareholder of your company, Shanghai Shipping Research Institute Co., Ltd., submitted a temporary proposal to the company. On April 13, 2024, the company published the “Additional Proposal on Adding Temporary Proposals to the 2023 Annual General Meeting of Shareholders and Convening a Supplement to the 2023 Annual General Meeting of Shareholders” on the cninfo.com (http://www.cninfo.com.cn) and the Securities Times Notice”, which sets out the contents of the temporary proposals to be submitted to this meeting for review, and will submit the temporary proposals as new proposals to the company’s 2023 annual shareholders’ meeting for review.

At 14:00 pm on April 24, 2024, the on-site meeting of this conference was held as scheduled. The meeting was chaired by Director Mr. Li Guorong. Lawyers from our firm attended and witnessed the convening process of this conference.

After verification by our lawyers, the actual time, location and content of the on-site meeting of your company’s conference are consistent with the time, location and content listed in the announced meeting notice.

After verification, our lawyers believe that the notification, convening and convening procedures of this meeting comply with the provisions of the Company Law, General Meeting Rules and Articles of Association.

2. Regarding the qualifications of those attending this conference

This conference will be held through a combination of on-site voting and online voting:

1. According to the shareholder registration form provided by your company, 101 shareholders or shareholder representatives attended the on-site meeting, representing 186,056,524 shares with voting rights, accounting for 50.0280% of the company’s total shares.

Some directors, supervisors and board secretaries of the company attended the meeting, and some senior managers also attended the meeting.

After verification by our lawyers, the representatives of legal person shareholders attending the on-site meeting have obtained power of attorney issued by legal person shareholders. Natural person shareholders hold their identity certificates, stock account cards and other information, as well as the names and shareholdings of shareholders attending the meeting. The quantity is consistent with the relevant content registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon of April 17, 2024.

2. According to the statistics of Shenzhen Securities Information Co., Ltd., a total of 22 shareholders voted directly through the online voting system during the online voting time, holding 11,114,996 shares with voting rights, accounting for 2.9887% of the company’s total shares.

After verification, our lawyers believe that those who attended the on-site meeting and online voting of this conference meet the qualifications stipulated in the “Company Law”, “Securities Law”, “Conference Rules” and “Articles of Association” and have the right to attend the meeting and vote.

3. Regarding the voting procedures and results of this conference

According to the “Notice of COSCO SHIPPING Technology Co., Ltd. on Convening the 2023 Annual General Meeting of Shareholders” and the “Announcement on Adding Temporary Proposals to the 2023 Annual General Meeting of Shareholders and Supplementary Notice of Convening the 2023 Annual General Meeting of Shareholders”, the proposals included in this meeting for consideration are:

1. “2023 Board of Directors Work Report”

2. “2023 Work Report of the Board of Supervisors”

3. “2023 Annual Report” and “2023 Annual Report Summary”

4. “Financial Accounts for 2023 and Financial Budget Report for 2024”

5. “2023 Profit Distribution Plan”

6. “Proposal on Confirming Daily Related Transactions in 2023 and Estimated Daily Related Transactions in 2024”, this proposal specifically includes the following sub-proposals:

6.1 “Proposal on the daily related transactions between the company and China Ocean Shipping Group Co., Ltd. and the legal persons or other organizations it controls (excluding joint ventures within the group), Shanghai Shipping Research Institute Co., Ltd. and the legal persons or other organizations it controls”

6.2 “Proposal on Daily Related Transactions between the Company and Shanghai COSCO Shipping Information Technology Co., Ltd.”
6.3 “Proposal on Daily Related Transactions between the Company and Guangzhou Zhenhua Aviation Technology Co., Ltd.”

6.4 “Proposal on Daily Related Transactions between the Company and COSCO Shipping Green Digital Ship Services Co., Ltd.”
6.5 “Proposal on Daily Related Transactions between the Company and COSCO Shipping Furuno Communications and Navigation Technology (Shanghai) Co., Ltd.”

6.6 “Proposal on Daily Related Transactions between the Company and Ningxia Communications Technology Development Co., Ltd.”
7. “Proposal on Hiring an Accounting Firm in 2024”

8. “Proposal on the Repurchase and Cancellation of Restricted Stocks of Some Incentive Objects”

9. “Proposal on Changing the Registered Capital and Amending the Articles of Association”

10. “Rules of Procedure for Shareholders’ Meeting”

11. “Rules of Procedure of the Board of Directors”

12. “Rules of Procedure of the Supervisory Board”

13. “Working Rules for Independent Directors”;

14. “Proposal on the Election of Non-Independent Directors of the Seventh Session of the Board of Directors”, this proposal specifically includes the following sub-proposals:

14.1 “Election of Mr. Dong Yuhang as a non-independent director of the seventh session of the Board of Directors”

14.2 “Election of Mr. Jiang Shifei as a non-independent director of the seventh session of the Board of Directors”

15. “Proposal on the Election of Non-Employee Supervisors of the Seventh Supervisory Board”

The company’s independent directors reported their work at this meeting.

After verification by our lawyers, the above-mentioned proposals will be voted on at this meeting through both on-site voting and online voting. The shareholders and shareholder representatives who attended the on-site meeting of this meeting reviewed the proposals included in the agenda for deliberation and reviewed them at this meeting. The voting was conducted under the supervision of the scrutineers and counters recommended by the meeting; shareholders who participated in the online voting also conducted online voting through the stock trading system and the Internet voting system within the specified time; the above-mentioned proposals were only open to small and medium-sized investors. The votes were counted separately; when Proposal 6 was considered, related shareholders avoided the vote; Proposals 8, 9, 10, 11, and 12 were special resolution matters. passed by more than two-thirds of the total; Proposal 14 adopted a cumulative voting system; other resolutions were ordinary resolution matters and were passed by more than one-half of the voting rights held by shareholders (including shareholder proxies) present at the general meeting of shareholders.

After verification, our lawyers believe that the voting procedures of this meeting complied with the provisions of the Company Law, General Meeting Rules and Articles of Association, and the voting results were legal and valid.

4. Concluding observations

To sum up, our lawyers believe that the convening and convening procedures of the 2023 Annual General Meeting of Shareholders of COSCO Shipping Technology Co., Ltd. comply with the provisions of the Company Law, the Articles of Association and the Rules of the General Meeting. The qualifications of the persons attending the meeting and the convenor qualifications, as well as the voting procedures and results of the meeting are legal and valid.

This page has no text and is dedicated to the signing page of the “Legal Opinion of Beijing Galaxy Law Firm on the 2023 Annual General Meeting of Shareholders of COSCO Shipping Technology Co., Ltd.”

Lawyer in charge of Beijing Galaxy Law Firm:
Liu Lei

principal:
Zhuang Tao Liu Weiwei

Signing date: April 24, 2024

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