23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10#Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 2826 1688 Fax: (8620) 2826 1666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Cedar Development Co.Ltd(002485)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Cedar Development Co.Ltd(002485)
Entrusted by Cedar Development Co.Ltd(002485) (hereinafter referred to as "the company"), Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as "the firm") appointed lawyer Shaofang and lawyer Ye Kean (hereinafter referred to as "the firm") to witness the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company. In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the rules of the general meeting of shareholders of listed companies and other laws and regulations, as well as the articles of association and the rules of procedure of the general meeting of shareholders of the company, the lawyers of the firm have made a thorough investigation on the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued for the voting procedures and voting results of the meeting.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees and conveners, the voting procedures and voting results of the meeting comply with the company law, the rules for general meetings of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company's general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
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 relevant facts provided by the company, and now issue legal opinions as follows: I. convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. After verification, the shareholders' meeting was convened by the 5th board of directors of the company. In order to hold this general meeting of shareholders, the company held the 12th meeting of the 5th board of directors on January 21, 2022, deliberated and adopted the proposal on changing the accounting firm, and submitted the above proposal to the general meeting of shareholders for deliberation.
2. On January 22, 2022, the board of directors of the company published the notice of convening the shareholders' meeting on cninfo.com. According to the above announcement, the shareholders' meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the on-site meeting time, online voting time, on-site meeting place, meeting convener, meeting method, equity registration date, participants, deliberation items, registration method of on-site meeting Identity authentication and voting procedures of shareholders participating in online voting.
(II) convening of this general meeting of shareholders
Mr. Fan Jiasong, chairman of the board of directors of the company, presided over the shareholders' meeting in Guangzhou xuepu district at 2512:00 on November 11, 2022. The specific time for online voting of this shareholders' meeting 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 February 11, 2022. The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 11, 2022, The shareholders' meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and content of the shareholders' meeting are consistent with those of the announcement. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting of the general meeting of shareholders
A total of 4 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, holding 377621476 shares of the company, accounting for 69.4157% of the total shares of the company. Our lawyer has verified the identity certificate, shareholder qualification certificate and power of attorney of the above shareholders or shareholder agents.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at this general meeting of shareholders is 1, representing 206830 shares, accounting for 0.0380% of the total shares of the company. The qualification of shareholders participating in voting through the network system has been verified by the trading system of Shenzhen Stock Exchange. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
3. Other personnel
In addition to the above shareholders of the company, some directors, supervisors and Secretary of the board of directors of the company attended the meeting through on-site or remote video and telephone, some senior managers of the company attended the meeting through remote video, and lawyers of the firm attended the meeting through on-site participation.
(II) the general meeting of shareholders is convened by the board of directors of the company
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The general meeting of shareholders was convened by the board of directors, which complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Proposal of the general meeting of shareholders
The proposal considered at this shareholders' meeting is the proposal on changing the accounting firm. The specific contents of the above proposal have been announced by the board of directors of the company on cninfo.com.
Upon inspection, the matters discussed at this shareholders' meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders' meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. Accordingly, after the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
(I) proposal on change of accounting firm
Voting results: 377621476 shares were approved, accounting for 99.9453% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; 206830 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0547% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 63980 shares were agreed, accounting for 23.6254% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; 206830 shares were abstained (including 0 shares by default due to non voting), accounting for 76.3746% of the shares held by minority shareholders attending the meeting.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting methods and the voting procedures of the company's general meeting of shareholders are in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the implementation rules for online voting of the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and the articles of association, and the voting results are legal and valid.
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There is no text on this page, which is the signature and seal page of the legal opinion of Beijing Zhonglun (Guangzhou) law firm on the second extraordinary general meeting of shareholders in Cedar Development Co.Ltd(002485) 2022.
Beijing Zhonglun (Guangzhou) law firm
Person in charge: Handling lawyer: Zhang Xiaoyan, Shao Fang
Ye Kean
specific date
