Report of Beijing Zhonglun (Guangzhou) law firm on the first extraordinary general meeting of shareholders in Qiaoyin City Management Co.Ltd(002973) 2022
Legal opinion
February, 2002
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 Qiaoyin City Management Co.Ltd(002973)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Qiaoyin City Management Co.Ltd(002973)
Entrusted by Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”), Beijing Zhonglun (Guangzhou) law firm appointed lawyer Jin Tao and lawyer Zhou haozhen (hereinafter referred to as “the lawyer”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company and witness the general meeting of shareholders of the company. In accordance with 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”) and other relevant laws and regulations, and in combination with the relevant provisions of the Qiaoyin City Management Co.Ltd(002973) articles of Association (hereinafter referred to as the “company procedures”) and the rules for the general meeting of shareholders of listed companies, Checked and witnessed the legality and validity of the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the attendees, the convener, the voting procedures of the general meeting of shareholders, the voting results and other matters, and issued this legal opinion according to the understanding of the facts and the law.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of law firms engaging in securities legal business, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, We have examined the relevant documents and materials that we consider necessary for the issuance of this legal opinion. The lawyer of our firm has obtained the following guarantee from the company: the company has provided the materials deemed necessary by our lawyer to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original and original materials.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the convening and convening procedures
(I) convening of the general meeting of shareholders
On January 24, 2022, the company held the 40th meeting of the second board of directors, deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed that the board of directors of the company should convene this general meeting of shareholders.
On January 26, 2022, the company issued the notice of Qiaoyin City Management Co.Ltd(002973) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) to all shareholders, directors, supervisors and senior managers, and posted it on China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The meeting notice was issued.
The notice of the meeting lists the convener, time and place of the shareholders’ meeting, matters to be considered, methods of holding the meeting, participants, contact information and registration matters of the meeting, matters of public solicitation of shareholders’ voting rights, etc. the proposals considered by the shareholders’ meeting have also been fully disclosed according to law.
(II) convening of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on February 16, 2022 in the company conference room on the 10th floor of Offcn Education Technology Co.Ltd(002607) building, 371 Wushan Road, Tianhe District, Guangzhou.
The general meeting of shareholders passed the online voting system platform of the general meeting of shareholders of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Online voting is provided to all shareholders. Among them, the online voting time through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 16, 2022; The specific time of voting through the Internet voting system platform of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 16, 2022.
Accordingly, the time, place and method of the shareholders’ meeting are consistent with the relevant contents of the notice of the shareholders’ meeting.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders of the company is legal and effective, and the convening and convening procedures comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association. 2、 Independent directors publicly solicit shareholders’ voting rights
Entrusted by other independent directors, Li Shiyu, the independent director of the company, as the collector, publicly solicited voting rights from all shareholders of the company on the proposals related to equity incentive matters deliberated at the first extraordinary general meeting of shareholders in 2022 to be held on February 16, 2022 in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies, The starting and ending time of solicitation of voting rights is from February 12, 2022 to February 13, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day). The company has published the announcement of Qiaoyin City Management Co.Ltd(002973) independent directors on public solicitation of voting rights on the information disclosure website designated by the CSRC to publicly solicit voting rights in the form of announcement.
As confirmed by the independent directors, during the above-mentioned period of solicitation of voting rights, no solicitation object entrusted the soliciter to vote. The lawyers of the firm believe that the procedures for independent directors to solicit voting rights comply with the provisions of the measures for the administration of equity incentives of listed companies, the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies, the articles of association and the rules of the general meeting of shareholders.
3、 Qualifications of attendees of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the verification of our lawyers, there are 7 shareholders and shareholders’ agents attending the shareholders’ meeting, all of whom are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date or their legally authorized agents, holding 302212778 voting shares of the company, accounting for 73.9515% of the total voting shares of the company.
Of which:
1. Shareholders and their agents attending the on-site meeting
After verification, there are 5 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, all of whom are registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the closing of the afternoon of February 11, 2022. These shareholders hold 302189078 voting shares of the company, accounting for 73.9457% of the total voting shares of the company.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, there are 2 shareholders who effectively vote through the online voting system, holding 23700 voting shares of the company, accounting for 0.0058% of the total voting shares of the company. The identity of the aforesaid shareholders who vote through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
3. Shareholders of small and medium-sized investors attending the meeting
A total of 3 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 23800 voting shares, accounting for 0.0058% of the total voting shares of the company. (Note: small and medium-sized investors refer to other shareholders of the company except the actual controller of the company and the shareholders controlled by the actual controller, directors, supervisors and senior managers of the company, as well as the shareholders who individually or jointly hold more than 5% of the shares of the company.)
(II) other personnel attending the meeting
In addition to shareholders and shareholders’ agents, some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates.
Our lawyers believe that the qualifications of the attendants of the company’s general meeting of shareholders are legal and effective, and comply with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the notice of the shareholders’ meeting item by item, and voted in the way of combining on-site voting and online voting, but did not shelve or refuse to vote for any reason. The on-site voting of the matters considered at the general meeting of shareholders was counted and monitored in accordance with the provisions of the articles of association. The online voting results of this shareholders’ meeting shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After the voting, the company consolidated the voting results of on-site voting and online voting, made separate statistics on the voting of small and medium-sized investors, and published the above statistical results on the spot.
The following proposals were considered at the shareholders’ meeting, which were consistent with the resolutions of the board of directors, the board of supervisors and the announcement of the meeting. There were no new proposals. The review results are as follows:
1. Deliberated and passed the proposal on hiring an audit institution in 2021
Total voting results: 302212578 affirmative votes, accounting for 99.9999% of the total voting shares held by all shareholders attending the meeting; 200 negative votes, accounting for 0.0001% of the total voting shares held by all shareholders attending the meeting; Abstention: 0 shares.
Among them, the voting results of small and medium-sized investors: 23600 affirmative votes, accounting for 99.1597% of the total voting shares held by small and medium-sized investors attending the meeting; 200 negative votes, accounting for 0.8403% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares.
2. The proposal on the 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted
Total voting results: 302212578 affirmative votes, accounting for 99.9999% of the total voting shares held by all shareholders attending the meeting; 200 negative votes, accounting for 0.0001% of the total voting shares held by all shareholders attending the meeting; Abstention: 0 shares.
Among them, the voting results of small and medium-sized investors: 23600 affirmative votes, accounting for 99.1597% of the total voting shares held by small and medium-sized investors attending the meeting; 200 negative votes, accounting for 0.8403% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares.
3. Deliberated and passed the proposal on the measures for the administration of the assessment of stock option incentive plan in 2022
Total voting results: 302212578 affirmative votes, accounting for 99.9999% of the total voting shares held by all shareholders attending the meeting; 200 negative votes, accounting for 0.0001% of the total voting shares held by all shareholders attending the meeting; Abstention: 0 shares.
Among them, the voting results of small and medium-sized investors: 23600 affirmative votes, accounting for 99.1597% of the total voting shares held by small and medium-sized investors attending the meeting; 200 negative votes, accounting for 0.8403% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares.
4. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan was deliberated and adopted
Total voting results: 302212578 affirmative votes, accounting for 99.9999% of the total voting shares held by all shareholders attending the meeting; 200 negative votes, accounting for 0.0001% of the total voting shares held by all shareholders attending the meeting; Abstention: 0 shares.
Among them, the voting results of small and medium-sized investors: 23600 affirmative votes, accounting for 99.1597% of the total voting shares held by small and medium-sized investors attending the meeting; 200 negative votes, accounting for 0.8403% of the shares held by minority shareholders attending the meeting; Abstention: 0 shares.
Our lawyers believe that the voting procedures and resolutions of this general meeting of shareholders comply with the provisions of the company law, the securities law and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the securities law and other laws, regulations, normative documents and the articles of association, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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