Notice of Beijing JunZeJun (Zhuhai) law offices on the second extraordinary general meeting of shareholders in Gree Real Estate Co.Ltd(600185) 2022
Legal opinion
Beijing JunZeJun (Zhuhai) law firm
February, 2002
Legal opinion on Gree Real Estate Co.Ltd(600185) the second extraordinary general meeting of shareholders in 2022
To: Gree Real Estate Co.Ltd(600185)
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the articles of association and other relevant laws, administrative regulations, regulations and other normative documents, Beijing JunZeJun (Zhuhai) law firm accepts the entrustment of Gree Real Estate Co.Ltd(600185) (hereinafter referred to as “the company”) to appoint lawyer Qiu Xiaofei Lawyer Zhao Yu (hereinafter referred to as “Zhuhai JunZeJun lawyer”) attended the company’s second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this extraordinary general meeting of shareholders”) for legal witness, and discussed the convening and convening procedures of this extraordinary general meeting of shareholders, the qualifications of the convener and attendees of the meeting, and the voting procedures of the extraordinary general meeting of shareholders, Issue legal opinions on relevant matters such as proposal voting.
In order to issue this legal opinion, Zhuhai JunZeJun lawyer has reviewed the following documents in accordance with the requirements and provisions of current laws, administrative regulations and relevant regulations and rules of China Securities Regulatory Commission, including but not limited to:
1. Gree Real Estate Co.Ltd(600185) articles of Association (articles of association);
2. Relevant resolutions of the board of directors of the company;
3. Notice of Gree Real Estate Co.Ltd(600185) on convening the second extraordinary general meeting of shareholders in 2022 announced by the company on the website of Shanghai Stock Exchange on January 26, 2022;
4. Gree Real Estate Co.Ltd(600185) information of the second extraordinary general meeting of shareholders in 2022;
5. Shareholders’ registration records and certificate materials of the company’s extraordinary general meeting;
6. The proposal of this extraordinary general meeting of shareholders of the company.
At the same time, Zhuhai JunZeJun lawyer also consulted the relevant legal documents and other documents, materials and certificates that need to be consulted and verified to issue this legal opinion.
Zhuhai JunZeJun lawyer agrees to announce this legal opinion together with the resolution of the company’s extraordinary general meeting in accordance with relevant regulations.
In accordance with the requirements of current laws, administrative regulations and relevant regulations and rules, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, lawyer Jun Zejun of Zhuhai issues the following legal opinions on the matters mentioned:
1、 On the convening and convening procedures of this extraordinary general meeting of shareholders
(I) convening of this extraordinary general meeting of shareholders
The extraordinary general meeting of shareholders was convened by the board of directors of the company, and the notice of Gree Real Estate Co.Ltd(600185) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) was published on the website of Shanghai Stock Exchange, China Securities News, Shanghai Securities News, securities times and Securities Daily on January 26, 2022. The notice specifies the on-site meeting time, online voting time, meeting place, convener, attendees, matters to be considered at the meeting, equity registration date, meeting registration measures, etc.
(II) convening of this extraordinary general meeting of shareholders
1. Method of meeting
The extraordinary general meeting of shareholders was convened by the board of directors of the company and held by combining on-site voting and online voting.
2. Date and time of the meeting
The on-site meeting of the extraordinary general meeting of shareholders will be held at 14:30 on February 16, 2022; The online voting time is: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted, and the voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022; The voting time through the Internet voting platform is 9:15-15:00 on February 16, 2022.
3. Venue
213 Shihua West Road, Jida, Zhuhai.
Witnessed by Zhuhai JunZeJun lawyer, the announcement date of the notice of the extraordinary general meeting of shareholders from the actual holding date complies with relevant regulations, and the convening and holding procedures of the extraordinary general meeting of shareholders comply with the current laws, the rules for the general meeting of shareholders of listed companies, and the guidelines for self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation Provisions of the articles of association and the notice.
2、 About the qualifications of the convener and attendees of this extraordinary general meeting of shareholders
1. The convener of this extraordinary general meeting of shareholders is the board of directors of the company.
2. According to the notice of the meeting, the participants are the shareholders, directors, supervisors and other senior managers registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the transaction on the afternoon of February 11, 2022, as well as the witness lawyers hired by the company.
The total share capital of the company on the date of equity registration was 1944686896 shares. There were 52 shareholders and shareholder agents attending the on-site meeting and online voting, with 902447913 representative shares, accounting for 46.4058% of the total shares of the company. Among them, there are 3 shareholders and shareholders’ proxies attending the on-site meeting and voting, representing 847368580 shares, accounting for 43.5735% of the total shares of the company; 49 shareholders participated in online voting, representing 55079333 shares, accounting for 2.8323% of the total shares of the company. All directors and supervisors of the company attended the meeting.
The qualification of shareholders voting through the online voting system shall be verified by the information network Co., Ltd. of Shanghai stock exchange provided by the online voting system.
According to the verification of Zhuhai JunZeJun lawyer, the qualifications of the convener of this extraordinary general meeting, the shareholders or shareholders’ agents attending the on-site meeting of this extraordinary general meeting and the personnel attending this extraordinary general meeting as nonvoting delegates meet the provisions of relevant laws, regulations, normative documents and the articles of association of the company.
3、 Proposal of this extraordinary general meeting of shareholders
According to the notice, the proposals considered and voted at this extraordinary general meeting are:
Non cumulative voting proposal:
1. Proposal on the application of the company (including its holding company) for new loans and credit lines in 2022;
2. Proposal on the company’s guarantee for its holding companies in 2022;
3. Proposal on mutual guarantee between holding companies of the company in 2022;
4. Proposal on Authorizing the management of the company to carry out foreign investment;
5. Proposal on Authorizing the management of the company to purchase land;
6. Proposal on Authorizing the issuance of debt financing instruments;
7. Proposal on the sale of assets by the company (including its holding company);
8. Proposal on the Gree Real Estate Co.Ltd(600185) sixth employee stock ownership plan (Draft) and its summary;
9. Proposal on the measures for the administration of Gree Real Estate Co.Ltd(600185) the sixth employee stock ownership plan; 10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s sixth employee stock ownership plan;
11. Proposal on cancellation of the second share repurchase;
12. Proposal on Amending the articles of association of the company;
13. Proposal on daily related party transactions in 2022;
14. Proposal on the application of the company (including its holding company) for loan limit from related parties in 2022.
4、 Voting procedures and results of various proposals of this extraordinary general meeting of shareholders
The extraordinary general meeting of shareholders was held in accordance with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association of the company. The shareholders and their proxies attending the extraordinary general meeting considered and voted on the proposal by combining on-site voting and online voting. All proposals of this extraordinary general meeting of shareholders are voted by non cumulative voting. In accordance with the provisions of laws, regulations and normative documents, the company conducted vote monitoring, check and counting, and announced the voting results. The final voting results are as follows:
1. Proposal on the application of the company (including its holding company) for new loans and credit lines in 2022; 899911510 affirmative votes, accounting for 99.7189% of the total number of valid voting shares participating in the general meeting of shareholders; 2536403 negative votes, accounting for 0.2811% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
2. Proposal on the company’s guarantee for its holding companies in 2022;
879632278 affirmative votes, accounting for 97.4718% of the total number of valid voting shares participating in the general meeting of shareholders; 22815635 negative votes, accounting for 2.5282% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
3. Proposal on mutual guarantee between holding companies of the company in 2022;
879648178 affirmative votes, accounting for 97.4735% of the total number of valid voting shares participating in the general meeting of shareholders; 22799735 negative votes, accounting for 2.5265% of the total effective voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
4. Proposal on Authorizing the management of the company to carry out foreign investment;
892266800 affirmative votes, accounting for 98.8718% of the total number of valid voting shares participating in the general meeting of shareholders; 10181113 negative votes, accounting for 1.1282% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
5. Proposal on Authorizing the management of the company to purchase land;
892476600 affirmative votes, accounting for 98.8950% of the total number of valid voting shares participating in the general meeting of shareholders; 9971313 negative votes, accounting for 1.1050% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
6. Proposal on Authorizing the issuance of debt financing instruments;
899910910 affirmative votes, accounting for 99.7188% of the total number of valid voting shares participating in the general meeting of shareholders; 2537003 negative votes, accounting for 0.2812% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
7. Proposal on the sale of assets by the company (including its holding company);
879771278 affirmative votes, accounting for 97.4872% of the total number of valid voting shares participating in the general meeting of shareholders; 22676635 negative votes, accounting for 2.5128% of the total effective voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0.0000% of the total number of valid voting shares participating in the general meeting of shareholders. 8. Proposal on the Gree Real Estate Co.Ltd(600185) sixth employee stock ownership plan (Draft) and its summary;
900334810 affirmative votes, accounting for 99.7658% of the total number of valid voting shares participating in the general meeting of shareholders; 2113103 negative votes, accounting for 0.2342% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
9. Proposal on the measures for the administration of Gree Real Estate Co.Ltd(600185) the sixth employee stock ownership plan; 900334810 affirmative votes, accounting for 99.7658% of the total number of valid voting shares participating in the general meeting of shareholders; 2113103 negative votes, accounting for 0.2342% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s sixth employee stock ownership plan;
900234810 affirmative votes, accounting for 99.7547% of the total number of valid voting shares participating in the general meeting of shareholders; 2213103 negative votes, accounting for 0.2453% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
11. Proposal on cancellation of the second share repurchase;
901960310 affirmative votes, accounting for 99.9459% of the total number of valid voting shares participating in the general meeting of shareholders; 487603 negative votes, accounting for 0.0541% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
12. Proposal on Amending the articles of association of the company;
901182210 affirmative votes, accounting for 99.8597% of the total number of valid voting shares participating in the general meeting of shareholders; 1265703 negative votes, accounting for 0.1403% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
13. Proposal on daily related party transactions in 2022;
52891230 affirmative votes, accounting for 96.0203% of the total number of valid voting shares participating in the general meeting of shareholders; 2192103 negative votes, accounting for 3.9797% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
14. Proposal on the application of the company (including its holding company) for loan limit from related parties in 2022. 52546330 affirmative votes, accounting for 95.3942% of the total number of valid voting shares participating in the general meeting of shareholders; 2537003 negative votes, accounting for 4.6058% of the total number of valid voting shares participating in the general meeting of shareholders; There are 0 abstention shares, accounting for 0% of the total number of valid voting shares participating in the general meeting of shareholders.
Zhuhai JunZeJun lawyer believes that the voting procedures and voting results of this extraordinary general meeting of shareholders
