Beijing Zhonglun (Chongqing) law firm
About Jinke Property Group Co.Ltd(000656)
The third extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco
Unit a, floor 5-1, life insurance building The People’S Insurance Company (Group) Of China Limited(601319) block D, Financial Street Holdings Co.Ltd(000402) No. 3, Jiangbei District, Chongqing postal code: 400023
5-1A, Tower D, PICC Life Insurance Tower, 3 Financial Street, Jiangbei District, Chongqing 400023, P.R.China
Tel: (8623) 8879 8388 Fax: (8623) 8879 8300
Website: www.zhonglun.com com.
Beijing Zhonglun (Chongqing) law firm
About Jinke Property Group Co.Ltd(000656)
Of the third extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jinke Property Group Co.Ltd(000656)
Beijing Zhonglun (Chongqing) law firm (hereinafter referred to as “the firm”) is entrusted by Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company”) to appoint lawyers to attend the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by your company on February 14, 2022, and discuss the convening procedures, convener qualification This legal opinion is issued on the qualification of participants, voting procedures and voting results of the general meeting of shareholders.
This legal opinion is based on the facts that have occurred or exist, 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 Normative documents and relevant provisions of the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting at the general meeting of shareholders”) and the Jinke Property Group Co.Ltd(000656) articles of Association (hereinafter referred to as the “articles of association”).
This legal opinion is only for the purpose of the general meeting of shareholders of your company, and shall not be used for any other purpose by any other person. Our lawyer agrees to announce the legal opinion along with other information disclosure materials of the shareholders’ meeting of your company.
In accordance with the requirements of current and effective Chinese laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by your company for the shareholders’ meeting. Now, we give the following legal opinions on the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The general meeting of shareholders was convened by the resolution of the 17th meeting of the 11th board of directors held on January 28, 2022, and your company was held on January 29, 2022 On February 10, 2022, the notice of Jinke Property Group Co.Ltd(000656) on convening the third extraordinary general meeting of shareholders in 2022 and the suggestive notice of Jinke Property Group Co.Ltd(000656) on convening the third extraordinary general meeting of shareholders in 2022 (hereinafter collectively referred to as the “Notice of this general meeting”) were published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com respectively, The notice of convening the general meeting of shareholders was announced. 2. The notice of the general meeting of shareholders stated that the general meeting of shareholders was held by combining on-site voting and online voting, and stated the time and place of the on-site meeting, the time of online voting, the voting code, the proposal submitted to the meeting for deliberation, the qualifications of the participants, the contact number and contact person of your company, etc. (II) convening of this general meeting of shareholders
1. The general meeting of shareholders of your company is held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held on the 27th floor of Jinke center, building 1, Longyun Road, Liangjiang New Area, Chongqing at 16:00 on February 14, 2022 (Monday).
The general meeting of shareholders provided online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. The online voting time is February 14, 2022, among which: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is 2022
9:15-15:00, February 14, 2014. All shareholders can exercise their voting rights through the trading system or Internet voting system of Shenzhen Stock Exchange at any time during the above online voting time.
2. Since Mr. Zhou Da, chairman of the board of directors and Mr. Wang Hongfei, vice chairman of the board of directors of your company are unable to attend and preside over the general meeting of shareholders due to important official duties, Mr. Yang Chengjun, director and President of the company, shall preside over the general meeting of shareholders in accordance with the relevant provisions of the articles of association and elected by more than half of the directors.
After verification, the actual time, place, content and method of the shareholders’ meeting are consistent with the notice of the meeting. The lawyers of the firm believe that the procedures and methods of convening and convening the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the detailed rules for the implementation of online voting at the general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) qualification of the convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the 11th board of directors of your company, and the qualification of the convener meets the provisions of the company law, the rules for shareholders’ meetings of listed companies and other laws, regulations, normative documents and the articles of association.
(II) qualification of personnel attending the general meeting of shareholders
The persons who have the right to attend the general meeting of shareholders of your company are: as of the closing of the market on the afternoon of February 9, 2022, all shareholders and entrusted agents of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the shareholder agent may not be the shareholder of your company; Directors, supervisors and senior managers of your company; Our witness lawyer. Of which:
1. Personnel attending the on-site meeting of your company’s general meeting of shareholders
After verification, there are 4 shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders of your company, and the number of representative shares is 5647025, accounting for 0.1058% of the total shares of your company on the equity registration date.
2. People participating in online voting
According to the statistical results provided by Shenzhen Securities Information Co., Ltd., 76 shareholders participated in the shareholders’ meeting through online voting, with 338613647 representative shares, accounting for 6.3414% of the total shares of your company on the equity registration date.
The identity of shareholders voting through the online voting system has been certified by Shenzhen Securities Information Co., Ltd.
After verification, our lawyers believe that the qualifications of the above-mentioned personnel attending 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 other laws, regulations and normative documents, as well as the implementation rules for online voting at the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the proposals specified in the meeting notice.
2. For the on-site voting part of the matters considered at the shareholders’ meeting, the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange designated by the shareholders’ meeting counted and monitored the votes, and announced the voting results on the spot.
3. Your company provides an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided you with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
After verification, our lawyers believe that the voting procedures of the proposal 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 other laws, regulations and normative documents, as well as the detailed rules for the implementation of online voting at the general meeting of shareholders and the articles of association.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting adopted the combination of on-site voting and online voting to vote on the proposals listed in the notice of the shareholders’ meeting. The on-site meeting was jointly monitored and counted by shareholders’ representatives, supervisors’ representatives and our lawyers in accordance with the rules of shareholders’ meeting of listed companies. After the online voting, the company consolidated and counted the voting results of the on-site voting and online voting of the general meeting of shareholders, and the host of the meeting announced the voting results on the spot. The voting results are as follows:
1. The proposal on increasing the guarantee amount for some joint-stock real estate project companies was deliberated and adopted. The voting results of this shareholders’ meeting are: 317720798 shares are in favor, 26527874 against and 12000 shares abstain, accounting for 92.2908% in favor, 7.7058% against and 0.0035% abstention of the effective voting rights held by shareholders and shareholders’ agents attending this shareholders’ meeting; Among them, the voting results of small and medium-sized investors were 152521853 in favor, 26527874 against and 12000 abstaining, accounting for 85.1784% in favor, 14.8149% against and 0.0067% abstaining of the effective voting rights held by small and medium-sized investors attending the shareholders’ meeting.
After verification, there is no other voting method except the combination of on-site voting and online voting. Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of laws, regulations and normative documents such as the company law, the rules for the general meeting of shareholders of listed companies, as well as the implementation rules for online voting of general meeting of shareholders and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the third extraordinary general meeting of shareholders in 2022 comply with the provisions of laws, regulations, normative documents and the articles of association, and the qualifications of the convener, participants, voting procedures and voting results of the general meeting of shareholders are legal and valid. This legal opinion is made in quadruplicate.
(no text below)
(this page is the signature page of the legal opinion of Beijing Zhonglun (Chongqing) law firm on Jinke Property Group Co.Ltd(000656) the third extraordinary general meeting of shareholders in 2022)
Beijing Zhonglun (Chongqing) law firm (seal)
Person in charge: Handling lawyer:
Xiong liwang Zhuo
Handling lawyer:
Gu Jie
February 14, 2022
