Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-029 bond Code: 112301 bond abbreviation: 15 Zhongwu bond Code: 149777 bond abbreviation: 22 Zhongwu 01
About China Wuyi Co.Ltd(000797)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Fujian Zhili law firm
Address: 25th floor, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (86 591) 8806 5558 Fax: (86 591) 8806 8008
website: http://www.zenithlawyer.com.
Fujian Zhili law firm
About China Wuyi Co.Ltd(000797)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Mlfz [2022] No. 030 to: China Wuyi Co.Ltd(000797)
Fujian Zhili law firm (hereinafter referred to as the firm) accepts the entrustment of China Wuyi Co.Ltd(000797) (hereinafter referred to as the company) and appoints lawyers Wang Xinxin and Jiang Hui to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the meeting), and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders of listed companies), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the detailed rules for the implementation of online voting) and other relevant laws and regulations Issue legal opinions in accordance with the provisions of normative documents and the China Wuyi Co.Ltd(000797) articles of Association (hereinafter referred to as the articles of association).
For this legal opinion, we hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, 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, and bear corresponding legal liabilities.
2. The company shall provide the lawyers of the firm with the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the 13th meeting of the 7th board of directors, the resolutions and announcements of the 8th meeting of the 7th board of supervisors, and the notice on convening the first extraordinary general meeting in 2022) Be responsible for the authenticity, completeness and effectiveness of the suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022, the register of shareholders on the equity registration date of this meeting and the articles of association.
3. The authenticity and validity of the identity card, business license, power of attorney, securities account card and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer's responsibility of the firm is to check whether the name (or name) and the amount of shares held by the shareholders are consistent with the name (or name) and the amount of shares held by the shareholders registered in the register of shareholders.
4. The operation behavior of the company's shareholders (or shareholders' agents) participating in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange shall be regarded as their own behavior, and the shareholders shall bear all legal consequences. The shareholder qualification of online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules of the general meeting of shareholders of listed companies, the lawyers of the exchange only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants of the meeting, the voting procedures and voting results of the meeting in this legal opinion, Our lawyers do not express their opinions on the authenticity, accuracy and legitimacy of the contents of various proposals considered at this meeting and the facts or data involved.
6. Our lawyer agrees that the board of directors of the company will announce this legal opinion together with the resolution of this meeting. Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 13th meeting of the seventh board of directors of the company made a resolution on convening this meeting on January 25, 2022. The board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 on China Securities Journal, securities times, Shenzhen Stock Exchange website and cninfo website on January 27, 2022. On February 11, 2022, the board of directors of the company published the suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022 on the above newspapers and websites respectively.
The meeting was held by combining on-site meeting and online voting. The on-site meeting of this meeting was held on the afternoon of February 17, 2022 in the conference room of the company on the 4th floor of land Plaza, No. 89, Wusi Road, Fuzhou, Fujian Province, presided over by Ms. Lin Zhiying, chairman of the company. The shareholders of the company shall vote online through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 17, 2022; The shareholders of the company can vote online through the Internet voting system of Shenzhen Stock Exchange at any time from 9:15 to 15:00 on February 17, 2022.
Our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
（1） The meeting was convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
（2） On the qualifications of the participants in this meeting
1. A total of 28 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting of the meeting, representing 884751566 shares, accounting for 56.3265% of the total shares of the company (1570754217).
Among them: (1) there are 9 shareholders attending the on-site meeting, with 541786152 representative shares, accounting for 34.4921% of the total shares of the company; (2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, 19 shareholders participated in online voting, representing 342965414 shares, accounting for 21.8344% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
2. Some directors, supervisors and senior managers of the company also attended the meeting.
Our lawyers believe that the qualifications of the above-mentioned participants are legal and valid.
3、 Voting procedures and results of this meeting
The meeting adopted the following resolutions one by one by a combination of on-site open voting and online voting:
（1） The proposal on reducing the registered capital of the company and amending the articles of association was passed by voting. The voting result was: 879346165 shares were agreed, accounting for 99.3890% of the total voting shares held by shareholders attending the meeting; 5405405401 shares opposed, accounting for 0.6110% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
（2） The proposal on Amending the rules of procedure of the general meeting of shareholders was adopted by voting, and the voting result was: 881171738 shares were agreed, accounting for 99.5954% of the total voting shares held by shareholders attending the meeting; Against 3579828 shares, accounting for 0.4046% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
（3） The proposal on Amending the rules of procedure of the board of directors was passed by voting, and the voting result was: 882783249 shares were agreed, accounting for 99.7775% of the total voting shares held by shareholders attending the meeting; 1968317 opposed shares, accounting for 0.2225% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
（4） The proposal on Amending the independent director system was passed by voting, and the voting result was: 882783249 shares were approved, accounting for 99.7775% of the total voting shares held by shareholders attending the meeting; 1968317 opposed shares, accounting for 0.2225% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
（5） The proposal on Amending the detailed rules for the implementation of the audit committee of the board of directors was adopted by voting. The voting results were: 882783249 shares were agreed, accounting for 99.7775% of the total voting shares held by shareholders attending the meeting; 1968317 opposed shares, accounting for 0.2225% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
（6） When the affiliated shareholders Fujian Construction Engineering Group Co., Ltd. and Mr. Chen Jiandong avoided voting and the total number of shares held by them was 539366211 shares, which was not included in the total number of valid votes, the proposal on accepting the guarantee amount of major shareholder Fujian Construction Engineering Group Co., Ltd. in 2022 was adopted by the unrelated shareholders attending the meeting, The voting result was: 341430965 shares were approved, accounting for 98.8551% of the total voting shares held by unrelated shareholders attending the meeting; Against 3954390 shares, accounting for 1.1449% of the total voting shares held by unrelated shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by unrelated shareholders attending the meeting.
（7） The proposal on Amending the rules of procedure of the board of supervisors was adopted by voting, and the voting result was: 882783249 shares were agreed, accounting for 99.7775% of the total voting shares held by shareholders attending the meeting; 1968317 opposed shares, accounting for 0.2225% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
Our lawyers believe that the voting procedures and results of this meeting are legal and valid in accordance with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association. The convener and attendees of this meeting are legally qualified, and the voting procedures and voting results of this meeting are legal and effective.
This legal opinion shall come into force after being sealed by the office and signed by the person in charge and the handling lawyer of the office. This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
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