Beijing Times Jiuhe law firm on Suning Universal Co.Ltd(000718)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Suning Universal Co.Ltd(000718)
Entrusted by Suning Universal Co.Ltd(000718) (hereinafter referred to as "the company"), Beijing Shidai Jiuhe law firm (hereinafter referred to as "the firm") appoints lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "the general meeting of shareholders"). 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, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), other relevant laws, regulations, normative documents and the relevant provisions of the Suning Universal Co.Ltd(000718) articles of Association (hereinafter referred to as the "articles of association"), Issue this legal opinion.
This legal opinion is only for your company's use for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. We hereby agree that your company can use this legal opinion as the announcement material of this shareholders' meeting and disclose it to the public together with other information to be announced. Our lawyers will be responsible for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and 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 of the shareholders' meeting, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
It is verified that the shareholders' meeting was convened by the resolution of the 17th meeting of the 10th board of directors of your company and presided over by Mr. Zhang Guiping, chairman of your company. In order to convene this general meeting of shareholders, the board of directors of your company announced the notice of Suning Universal Co.Ltd(000718) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice") on January 29, 2022. The above announcement of your company sets forth the time, place, method, matters to be considered at the meeting, equity registration date, registration methods for attending on-site meetings, operating procedures for participating in online voting, instructions on shareholders' right to entrust agents to attend the meeting and exercise their voting rights, as well as the company's mailing address, contact person and other matters, At the same time, the board of directors of your company also fully disclosed the contents of relevant proposals in the notice in accordance with relevant regulations.
In accordance with the relevant provisions issued by the CSRC, the board of directors provides online voting methods to facilitate shareholders' participation in the shareholders' meeting. The online voting system is the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, The starting and ending time for shareholders to participate in the voting of the general meeting of shareholders 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 16, 2022. The specific time for shareholders to vote through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. - 15:00 p.m. on February 16, 2022.
After verification, the qualification of the convener of the general meeting of shareholders of your company is legal and valid; The on-site meeting of the general meeting of shareholders of your company will be held at the time and place notified; The convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
According to the signatures and power of attorney of the shareholders attending the on-site meeting, there are 4 shareholders and their entrusted agents attending the on-site meeting of the general meeting of shareholders (including 1 affiliated shareholder), representing 1690040869 shares, accounting for 55.6917% of the total shares of your company; Upon verification of the identity certificates, power of attorney and other documents of the shareholders and their agents attending the on-site meeting, the above personnel are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date or their legally authorized entrusted agents. In addition to the shareholders and entrusted agents of your company, other personnel attending the on-site meeting are some directors, supervisors, senior managers of your company, our lawyers and relevant personnel agreed by your company. After verification, our lawyers believe that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders meets the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and is legal and effective.
According to the data provided by Shenzhen Securities Information Co., Ltd., 66 shareholders voted through online voting at the shareholders' meeting, representing 18874558 shares with voting rights. The qualification of the above shareholders voting through online voting shall be verified by the identity verification agency.
A total of 69 shareholders voted through on-site and online voting, representing 1708181395 shares, accounting for 56.2895% of the total shares of the company.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice item by item, and the meeting adopted the combination of on-site open voting and online voting. The shareholders and their proxies attending the on-site meeting of the general meeting of shareholders shall vote by open ballot on all proposals listed in the notice of the general meeting of shareholders (the related shareholders have avoided voting), and the votes shall be monitored, checked and counted respectively according to relevant regulations. At the same time, the general meeting of shareholders will vote through online voting. After the online voting, Shenzhen Securities Information Co., Ltd. provided you with the statistical data of the total number of voting rights and voting conditions of online voting at the general meeting of shareholders.
After verification, in the case of related shareholders avoiding voting, the general meeting of shareholders voted by a combination of on-site open voting and online voting, and considered and adopted the following proposals:
1. Proposal on Suning Universal Co.Ltd(000718) 2022 employee stock ownership plan (Draft) and its summary
Voting results: 1704459541 shares were approved, accounting for 99.7821% of the shares held by all shareholders attending the meeting; Against 3721754 shares, accounting for 0.2179% of the shares held by all shareholders attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. Among them, the total voting of minority shareholders is 15152704 shares, accounting for 80.2811% of the shares held by minority shareholders attending the meeting; Against 3721754 shares, accounting for 19.7184% of the shares held by minority shareholders attending the meeting; Abstained 100 shares (including 0 shares by default due to non voting), accounting for 0.0005% of the shares held by minority shareholders attending the meeting.
2. Voting results of the proposal on the measures for the administration of employee stock ownership plan in Suning Universal Co.Ltd(000718) 2022: 1704459541 shares were agreed, accounting for 99.7821% of the shares held by all shareholders attending the meeting; Against 3721754 shares, accounting for 0.2179% of the shares held by all shareholders attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. Among them, the total voting of minority shareholders is: 15152704 shares are agreed, accounting for 20% of the shares held by minority shareholders attending the meeting
80.2811％； Against 3721754 shares, accounting for 19.7184% of the shares held by minority shareholders attending the meeting; Abstained 100 shares (including 0 shares by default due to non voting), accounting for 0.0005% of the shares held by minority shareholders attending the meeting.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan in 2022
Voting results: 1704459541 shares were approved, accounting for 99.7821% of the shares held by all shareholders attending the meeting; Against 3721854 shares, accounting for 0.2179% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. Among them, the total voting of minority shareholders is 15152704 shares, accounting for 80.2811% of the shares held by minority shareholders attending the meeting; Against 3721854 shares, accounting for 19.7189% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of Association; The qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders are legal and valid; The voting methods and procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting procedures and voting results are legal and effective.
This legal opinion is made in four originals.
(there is no text on this page, which is the signature page)
person in charge:
Jiao Yanlong
Handling lawyer of Beijing Shidai Jiuhe law firm:
Wei Wei
Liu Xin
specific date
