Beijing Anjie law firm
about
Yunnan Jinggu Forestry Co.Ltd(600265) the first extraordinary general meeting of shareholders in 2022
of
Legal opinion
February, 2002
19 / F, building D1, Liangmaqiao diplomatic office building, 19 Dongfang East Road, Chaoyang District, Beijing 100600
19/F, Tower D1 Liangmaqiao Diplomatic Office Building,
No. 19 Dongfangdonglu, Chaoyang District, Beijing 100600, P.R. China
T +86 10 8567 5988 F +86 10 8567 5999 www.anjielaw. com.
Beijing Anjie law firm
about
Yunnan Jinggu Forestry Co.Ltd(600265)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Yunnan Jinggu Forestry Co.Ltd(600265)
Entrusted by Yunnan Jinggu Forestry Co.Ltd(600265) (hereinafter referred to as “the company”), Beijing Anjie law firm (hereinafter referred to as “the firm”) appointed lawyer Wang Dong and lawyer Xie Jinlian to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witnessed the relevant matters of the general meeting of shareholders and issued legal opinions.
This legal opinion is 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”) and other relevant laws and regulations Normative documents and the provisions of the Yunnan Jinggu Forestry Co.Ltd(600265) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers reviewed the documents, materials and relevant materials related to the shareholders’ meeting provided by the company (including but not limited to the resident ID card, power of attorney, business license, register of shareholders, online voting results, etc.). Our lawyer assumes that all materials provided by the company to our lawyer are true, accurate and complete without any concealment, falsehood and major omission; The signatures and seals on such materials are true, the signatories have full civil capacity, and their signing has been properly and effectively authorized or performed the necessary legal procedures; Copies or copies of such materials are consistent with the original or the original.
In this legal opinion, the exchange only expresses its opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener, the voting procedures and voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws, and does not express opinions in accordance with any laws outside China.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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 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.
The exchange agrees to take this legal opinion as the legal document of the announcement of the general meeting of shareholders and announce it together with other announcement documents of the company.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners, the voting procedures and voting results of the general meeting of shareholders, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the first extraordinary meeting of the seventh board of directors in 2022 held on January 26, 2022.
On January 27, 2022, the board of directors of the company published the notice of Yunnan Jinggu Forestry Co.Ltd(600265) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) on the website of Shanghai Stock Exchange and the media meeting the conditions specified by the CSRC.
After verification, the above meeting notice lists the time, place and method of the shareholders’ meeting, the topics submitted to the meeting for deliberation, the participants of the meeting, the registration method of the meeting and other matters.
2. The general meeting of shareholders adopts the combination of on-site voting and online voting. Among them, the on-site meeting was held at 10:00 on February 17, 2022 in conference room 2801, 28th floor, Beijing Jingguang Center office building as scheduled, and was presided over by Mr. Xu Lin, chairman of the board, who completed all the agenda of the meeting; The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 17, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification, our lawyers believe that the convening and convening 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 and regulations, normative documents and the articles of association. 2、 Qualifications of the participants and conveners of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
After verification, 19 shareholders (or shareholders’ proxies) (including online voting) attended the general meeting of shareholders, representing 83855353 voting shares of the company, accounting for 64.6035% of the total voting shares of the company.
1. Shareholders (or proxy of shareholders) attending the on-site meeting
The lawyers of the firm reviewed the identity documents, authorization documents and other materials of the shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, and confirmed that there were 3 shareholders (or shareholders’ agents) attending the general meeting of shareholders, representing 83491053 voting shares of the company, accounting for 64.3228% of the total voting shares of the company.
The above-mentioned persons are shareholders (or shareholders’ agents) registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on the equity registration date (February 9, 2022) determined by the board of directors of the company.
After verification by the lawyers of the exchange, the above shareholders (or shareholders’ agents) hold legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the online voting statistics provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 16 shareholders (or shareholder agents) participated in the online voting of the general meeting of shareholders, representing 364300 voting shares of the company, accounting for 0.2807% of the total voting shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Small and medium-sized investors participating in the voting of the general meeting of shareholders
A total of 17 small and medium-sized investors participated in the voting of the general meeting of shareholders, representing 387300 voting shares of the company, accounting for 0.2984% of the total voting shares of the company.
4. Other personnel
Upon verification by the lawyers of the exchange, other personnel attending the shareholders’ meeting are directors, supervisors and senior managers of the company.
After verification, our lawyers believe that the qualifications of the above-mentioned persons to attend the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
(II) qualification of convener of this meeting
After verification by the lawyers of the firm, the convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association. 3、 Voting procedures and results of this general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with those listed in the meeting notice, and there is no situation of modifying the proposals listed in the meeting notice or proposing new proposals.
2. The general meeting of shareholders adopts a combination of on-site voting and online voting.
3. The lawyers of the exchange, two shareholders’ representatives elected on site and one supervisor’s representative are jointly responsible for counting and scrutinizing the votes at the general meeting of shareholders. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. The company will separately count the votes of small and medium-sized investors in the proposal on the election of directors and the proposal on the election of independent directors listed in the meeting notice, and disclose the voting results separately. The shareholders (or their agents) present at the meeting did not raise any objection to the voting results.
4. According to the verification of our lawyers, the following proposals were considered and adopted at the general meeting of shareholders:
(1) Proposal on election of directors
A. Xu Lin
Voting: 83554170 votes were obtained, accounting for 99.6408% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 86117 votes, accounting for 22.2352% of the total voting shares held by small and medium-sized investors attending the meeting.
B. Zeng Anye
Voting: 83622568 votes were obtained, accounting for 99.7223% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 154515 votes, accounting for 39.8954% of the total voting shares held by small and medium-sized investors attending the meeting.
C. Liu Haozhi
Voting: 83553563 votes were obtained, accounting for 99.6401% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 85510 votes, accounting for 22.0784% of the total voting shares held by small and medium-sized investors attending the meeting.
D. Kai Chen
Voting: 83952564 votes were obtained, accounting for 100.1159% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 484511 votes, accounting for 125.0996% of the total voting shares held by small and medium-sized investors attending the meeting.
(2) Proposal on election of independent directors
A. Shi Qian
Voting: the number of votes obtained was 83553559, accounting for 99.6401% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 85506 votes, accounting for 22.0774% of the total voting shares held by small and medium-sized investors attending the meeting.
B. Niu Bingyi
Voting: the number of votes obtained was 83553559, accounting for 99.6401% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 85506 votes, accounting for 22.0774% of the total voting shares held by small and medium-sized investors attending the meeting.
C. Hong Hong Li
Voting: 83621563 votes were obtained, accounting for 99.7211% of the total voting shares held by shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 153510 votes, accounting for 39.6359% of the total voting shares held by small and medium-sized investors attending the meeting.
(3) Proposal on election of supervisors
A. Feng Zheng
Voting: 83553564 votes were obtained, accounting for 99.6401% of the total voting shares held by shareholders attending the meeting.
B. Lin Wengang
Voting: 83552560 votes were obtained, accounting for 99.6389% of the total voting shares held by 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 laws and regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening 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 and regulations, normative documents and the articles of association. The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
The original of this legal opinion is in duplicate, which shall come into force after being signed by the witness lawyer and stamped with the official seal of the office.
(there is no text below, which is the signature page of the legal opinion)
