Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
To: China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
Beijing Jiayuan law firm
About China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
Legal opinion of the first extraordinary general meeting of shareholders in 2002
Entrusted by China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022, and in accordance with 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”) and the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. (hereinafter referred to as the “articles of association”) on the convening and convening procedures of the company’s first extraordinary general meeting in 2022, The qualifications of the participants and the relevant legal issues involved in the voting procedures of the meeting are as follows: I. convening and convening procedures of the general meeting of shareholders
1. On January 11, 2022, the 19th (Interim) meeting of the eighth board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2022.
2. On January 12, 2022, the company issued the notice and announcement of the general meeting of shareholders on the websites of China Securities Journal, securities times and Shenzhen Stock Exchange. The announcement specifies the time and place of the meeting, the matters to be considered at the meeting, the registration methods of shareholders attending the meeting, the procedures for shareholders to participate in online voting, relevant matters, contacts, etc.
3. The meeting was held by a combination of on-site voting and online voting. The company provides online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange.
4. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 27, 2022. The time of online voting through the Internet voting system is any time from 9:15 a.m. on January 27, 2022 to 15:00 on January 27, 2022.
5. At 14:30 on January 27, 2022, the on-site meeting of the general meeting of shareholders was held in conference room 517 of the company, No. 217, Xiheyan, Qianmen, Xicheng District, Beijing. The meeting was presided over by Mr. Bai fan, chairman of the company.
The exchange believes that the convening procedures and convening procedures of this general meeting of shareholders are in line with the provisions of the company law, the rules of general meeting of shareholders and the articles of association. 2、 Qualification of persons attending the meeting
1. As of 15:00 on January 20, 2022, after the completion of the transaction, the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting and can entrust an agent to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
2. According to the registration materials, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the on-site meeting of the company and the materials provided by Shenzhen Branch of China Securities Depository and Clearing Corporation, 39 shareholders and shareholder representatives attended the meeting, representing 137917845 shares, accounting for 44.71% of the total shares of the company.
3. The persons attending the meeting are the company’s directors, supervisors, Secretary of the board of directors and lawyers of the firm, and the persons attending the meeting as nonvoting delegates are the company’s senior managers.
The exchange believes that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedure at the meeting
1. No new interim proposal was put forward at the shareholders’ meeting.
2. The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and the meeting adopted the combination of on-site voting and online voting.
3. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the meeting notice by open ballot. After the voting, one shareholder representative and two supervisor representatives counted the voting.
4. The online voting platform for this shareholders’ meeting is provided by the trading system and Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. provided the company with the statistical results of online voting.
5. All proposals considered at this shareholders’ meeting were legally passed.
1) The proposal on the election of non independent directors by the eighth board of directors was deliberated and adopted
1.01 elect Mr. Bai fan as a non independent director of the ninth board of directors of the company
Voting: 135737196 shares were approved by cumulative voting, accounting for 98.4189% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1045720 shares were agreed, accounting for 32.4117% of the total voting shares held by small and medium-sized investors participating in the voting;
Voting result: it is agreed to elect Mr. Bai fan as a non independent director of the ninth board of directors of the company.
1.02 elect Mr. Lu Changcai as a non independent director of the ninth board of directors of the company
Voting: the voting was conducted by cumulative voting, and 136621980 shares were approved, accounting for 99.0604% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1930504 shares were agreed, accounting for 59.8352% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Mr. Lu Changcai as a non independent director of the ninth board of directors of the company.
1.03 elect Ms. Guo Fang as a non independent director of the ninth board of directors of the company
Voting status: 136621880 shares were approved by cumulative voting, accounting for 99.0603% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1930404 shares were agreed, accounting for 59.8321% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Ms. Guo Fang as a non independent director of the ninth board of directors of the company.
1.04 elect Mr. Zhou Yanlong as a non independent director of the ninth board of directors of the company
Voting: the voting was conducted by cumulative voting, and 136603484 shares were approved, accounting for 99.0470% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% are: 1912008 shares, accounting for 59.2619% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Mr. Zhou Yanlong as a non independent director of the ninth board of directors of the company.
2) The proposal on the election of independent directors by the eighth board of directors was deliberated and adopted.
2.01 elect Mr. Pu Jun as an independent director of the ninth board of directors of the company
Voting status: 135730006 shares were approved by cumulative voting, accounting for 98.4137% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1038530 shares were agreed, accounting for 32.1888% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Mr. Pu Jun as an independent director of the ninth board of directors of the company.
2.02 elect Mr. Li Jianwei as an independent director of the ninth board of directors of the company
Voting: 135732176 shares were approved by cumulative voting, accounting for 98.4152% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1040700 shares were agreed, accounting for 32.2561% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: agree to elect Mr. Li Jianwei as an independent director of the ninth board of directors of the company.
2.03 elect Mr. LV Shousheng as an independent director of the ninth board of directors of the company
Voting: 135729893 shares were approved by cumulative voting, accounting for 98.4136% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1038417 shares were agreed, accounting for 32.1853% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: agree to elect Mr. LV Shousheng as an independent director of the ninth board of directors of the company.
3) The proposal on the election of shareholder representative supervisors by the eighth board of supervisors was reviewed and adopted. 3.01 elect Ms. Gao Yuhong as the shareholder representative supervisor of the ninth board of supervisors of the company
Voting: 135732184 shares were approved by cumulative voting, accounting for 98.4152% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1040708 shares were agreed, accounting for 32.2563% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Ms. Gao Yuhong as the shareholder representative supervisor of the ninth board of supervisors of the company.
3.02 elect Mr. Liu Wensheng as the shareholder representative supervisor of the ninth board of supervisors of the company
Voting: 135729989 shares were approved by cumulative voting, accounting for 98.4137% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1038513 shares were agreed, accounting for 32.1883% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: agree to elect Mr. Liu Wensheng as the shareholder representative supervisor of the ninth board of supervisors of the company.
3.03 elect Ms. Ning Jing as the shareholder representative supervisor of the ninth board of supervisors of the company
Voting status: 135736300 shares were approved by cumulative voting, accounting for 98.4182% of the total voting shares attending the meeting; Among them, the voting results of small and medium-sized investors holding less than 5% were: 1044824 shares were agreed, accounting for 32.3839% of the total voting shares held by small and medium-sized investors participating in the voting.
Voting result: it is agreed to elect Ms. Ning Jing as the shareholder representative supervisor of the ninth board of supervisors of the company.
4) The proposal on Amending the articles of association of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. was deliberated and adopted. Voting results: 135099376 shares were approved, accounting for 97.9564% of the total voting shares attending the meeting; Against 2818469 shares, accounting for 2.0436% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors holding less than 5% are: 407900 shares, accounting for 12.6427% of the effective voting shares of small and medium-sized shareholders; Against 2818469 shares, accounting for 87.3573% of the effective voting shares of minority shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
In conclusion, the exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association. 4、 Concluding observations
In conclusion, the exchange believes that the convening and convening procedures, the qualifications and voting procedures of the convener and attendees of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and effective.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. in 2002)
Head of Beijing Jiayuan law firm: Yan Yu
Witness lawyer: Li Li
Fuhao
January 27, 2022
