Beijing JunZeJun Law firm about Beijing Jingxi Culture&Tourism Co.Ltd(000802)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing
Tel: 010-66523476; Fax: 010-66523399
Beijing JunZeJun Law Firm
About Beijing Jingxi Culture&Tourism Co.Ltd(000802)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Beijing Jingxi Culture&Tourism Co.Ltd(000802)
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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and other laws and regulations According to the relevant provisions of the normative documents and the articles of association of Beijing Jingxi Culture&Tourism Co.Ltd(000802) (hereinafter referred to as the articles of association), Beijing JunZeJun Law Firm (hereinafter referred to as the “firm”) accepts the entrustment of Beijing Jingxi Culture&Tourism Co.Ltd(000802) (hereinafter referred to as the “company”), Appoint a lawyer to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) held on February 16, 2022 and issue this legal opinion.
For the purpose of issuing this legal opinion, our lawyers have verified and verified the documents and facts related to the shareholders’ meeting provided by the company.
In the process of our lawyer’s verification and verification of the relevant documents provided by the company, we assume that: 1. All signatures, seals and seals in the documents provided to us are true, and all documents submitted to us as originals are true, accurate and complete;
2. All facts stated in the documents provided to the exchange are true, accurate and complete;
3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. All copies submitted to the Institute are consistent with the original, and the originals of these documents are true, complete and accurate.
Before issuing this legal opinion, our lawyer declares as follows:
1. The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
2. This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders’ meeting and the relevant facts or data expressed in such proposals. 3. This letter shall only be used for legal purposes by any person without the consent of the shareholders’ meeting.
Based on the above, our lawyers give the following legal opinions on the facts occurring on and before the date of issuance of this legal opinion:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of this meeting
The meeting was convened by the board of directors of the company.
According to the information published in Securities Daily and cninfo（ http://www.cn.info.com.cn./ ）According to the notice of Beijing Jingxi Culture&Tourism Co.Ltd(000802) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting”), the board of directors of the company issued the notice of the meeting on January 22, 2022. The company decides that this meeting will be held on February 16, 2022, and the equity registration date is February 10, 2022.
After verification, the lawyer of the firm confirmed that the board of directors of the company convened the meeting in accordance with the company law, rules and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and has fully disclosed the time, place, deliberations and other contents of the meeting.
(II) convening of this meeting
Witnessed by our lawyers, the on-site meeting of this meeting was held at 14:30 p.m. on Wednesday, February 16, 2022 in the conference room of the company headquarters, building C, Beijing Cultural Industry Park, No. 1 Wangjing street, Chaoyang District, Beijing. The time and place of the meeting were in line with the notice. Mr. Yan Xuefeng, the director of the company, was jointly elected by more than half of the directors of the company to preside over the meeting.
The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 and 9:30-11:30 on February 16, 2022; 13:00-15:00 PM; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 16, 2022. Upon examination, our lawyers confirmed that the time, place and deliberation of the on-site meeting were consistent with the contents of the announcement.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, rules and other relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the meeting
(I) shareholders and entrusted agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, one shareholder and shareholder agent attended the on-site meeting, representing 105000 shares, accounting for 0.0147% of the total shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon closing of February 10, 2022 (Thursday).
(II) shareholders participating in online voting
According to the statistics of the online voting system of Shenzhen Stock Exchange, 26 shareholders participated in online voting through the trading system voting platform and Internet voting platform, representing 285215648 voting shares of the company, accounting for 39.8401% of the total shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
(III) other personnel attending the on-site meeting of the general meeting of shareholders
In this meeting, other personnel attending or attending the on-site meeting include directors, supervisors, senior managers of the company and lawyers of the firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Proposals for this meeting
According to the notice and announcement of this meeting issued by the board of directors of the company, the proposals considered at this meeting are:
1. Proposal on re employment of accounting firm
The above proposals have been deliberated and approved at the third meeting of the eighth board of directors and the third meeting of the eighth board of supervisors and announced.
Our lawyers believe that the proposals considered at this meeting are consistent with the notice of this meeting and the relevant announcements of the board of directors, and comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 Voting procedures and results of this meeting
The general meeting of shareholders will vote by combining on-site voting and online voting. The proposals considered at this shareholders’ meeting are consistent with the contents stated in the notice of shareholders’ meeting. This shareholders’ meeting did not vote on matters not listed in the notice of shareholders’ meeting. The on-site meeting fulfilled all the agenda and voted in writing, in which the votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company) were counted and monitored separately according to the procedures specified in the articles of Association; Online voting shall be conducted through the online voting system according to the time period determined in the notice of the general meeting of shareholders.
The on-site meeting of the company’s general meeting of shareholders voted item by item on the matters listed in the announcement by on-site voting. The supervisors and the lawyers of the firm counted and monitored the votes on-site voting, and announced the voting results on the spot; After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders. The company consolidated and counted the voting results of on-site voting and online voting. According to the voting results after consolidated statistics, the shareholders’ meeting deliberated and adopted the proposals listed in the meeting notice. The voting details of the proposals are as follows:
1. Proposal on re employment of accounting firm
Voting results: 285001789 shares were approved, accounting for 99.8882% of the total voting shares attending the meeting (including online voting); 2520.089 (including 550.089) shares with voting rights attended the meeting; 66300 shares abstained, accounting for 0.0232% of the total voting shares attending the meeting (including online voting).
Among them, the voting situation of small and medium-sized investors: 88392461 shares were agreed, accounting for 99.6406% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 252559 shares, accounting for 0.2847% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 66300 shares were abstained, accounting for 0.0747% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting.
Voting result: adopted
The proposal is an ordinary resolution, which shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
Our lawyers believe that the voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this meeting comply with the provisions of the company law, rules and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing JunZeJun Law Firm on the first extraordinary general meeting of shareholders in Beijing Jingxi Culture&Tourism Co.Ltd(000802) 2022) Beijing JunZeJun Law Firm (seal)
Person in charge of the unit: Handling lawyer:
Li Yunbo, Xiao pan
Guan Xiao
February 16, 2022
