11th and 12th floors, Taiping finance tower, 6001 Yitian Road, Futian District, Shenzhen postcode: 51801711 & 12 / F, Tai Ping finance tower, 6001 Yitian Road, Futian District, Shenzhen, P. R. China Tel: (0755) 88265288 Fax: (0755) 83265537
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Guangdong Xinda law firm
About China Merchants Property Operation & Service Co.Ltd(001914)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi (2022) No. 033 to: China Merchants Property Operation & Service Co.Ltd(001914)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepted the entrustment of China Merchants surplus Industry Operation Service Co., Ltd. (hereinafter referred to as “your company”) and appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “this general meeting of shareholders”) and carried out necessary verification work. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”), and other laws In accordance with the relevant provisions of laws and regulations, normative documents and the articles of association of your company, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued to witness the convening and convening procedures, the qualifications of the convener and attendees, voting procedures and voting results of this general meeting of shareholders.
1、 On the convening and convening of this general meeting of shareholders
The board of directors of your company was on cninfo.com.cn on January 27, 2022 The notice of China Merchants Property Operation & Service Co.Ltd(001914) on convening the first extraordinary general meeting of shareholders in 2022 was published, which listed the convener of the general meeting of shareholders, the time of the meeting, the method of the meeting, the equity registration date of the meeting, the place of the on-site meeting, the participants, the matters to be considered at the meeting, the registration of the meeting, etc, It explains that shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights.
At 14:30 p.m. on February 22, 2022, the on-site meeting of your company’s general meeting of shareholders was held in conference room 5, 6 / F, west block, building Fiyta Precision Technology Co.Ltd(000026) 163 Zhenhua Road, Futian District, Shenzhen according to the above notice.
This general meeting of shareholders adopts the combination of on-site voting and online voting, and provides shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for shareholders to vote online through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m. and 9:30-11:30 p.m. on February 22, 2022, 13:00-15:00 p.m; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 22, 2022 to 15:00 p.m. on February 22, 2022.
After verification by Xinda lawyer, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, rules for general meetings of shareholders, rules for the implementation of online voting and the articles of association.
2、 About the qualifications of the convener and attendees of the general meeting of shareholders
1. Convener of the general meeting of shareholders
After verification by Xinda lawyer, this shareholders’ meeting was decided and announced at the 27th meeting of the ninth board of directors of your company, and the convener of this shareholders’ meeting is the board of directors of your company.
2. Shareholders and entrusted agents attending the general meeting of shareholders
A total of 7 shareholders and agents entrusted by shareholders attended the shareholders’ meeting on site, representing 665124837 shares of your company, accounting for 62.7271% of the total shares of your company. Among them, there are 4 minority shareholders and agents entrusted by shareholders who participate in the on-site meeting to vote, representing 2646584 shares of your company, accounting for 0.2496% of the total shares of your company. Minority shareholders refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of your company’s shares.
It is verified by Xinda’s lawyer that the above shareholders and their entrusted agents are legally and effectively qualified to attend the general meeting of shareholders and exercise their voting rights.
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 15 shareholders voted effectively through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 30163570 voting shares of your company, accounting for 2.8447% of the total voting shares of your company, Among them, there are 15 minority shareholders participating in online voting and agents entrusted by shareholders, representing 30163570 voting shares of your company, accounting for 2.8447% of the total voting shares of your company.
The identity of the above shareholders who vote through the online voting system has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
To sum up, 22 shareholders and proxies entrusted by shareholders participated in the on-site meeting and online voting of the general meeting of shareholders, representing 695288407 shares of your company, accounting for 65.5718% of the total shares of your company. Among them, there are 19 minority shareholders and agents entrusted by shareholders, representing 32810154 shares of your company, accounting for 3.0943% of the total shares of your company.
3. Other persons attending the general meeting of shareholders
In addition to the above shareholders of the company, some directors, supervisors, Secretary of the board of directors and senior managers of the company attended the meeting as nonvoting delegates, and Xinda lawyer attended and witnessed the shareholders’ meeting.
Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
After verification by Xinda lawyer, the notice of the general meeting of shareholders listed a total of 4 proposals to be considered.
The general meeting of shareholders voted on the above-mentioned proposals by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. According to the online voting data of this shareholders’ meeting provided by Shenzhen Securities Information Co., Ltd., your company has combined the voting results of on-site voting and online voting, and announced the voting results on the spot. The proposals considered at this shareholders’ meeting have been effectively voted and passed. The specific voting results are as follows:
1. Proposal on transferring equity of subordinate enterprises
152815443 shares were approved, accounting for 99.9997% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The voting results of minority shareholders are as follows:
32809654 shares were approved, accounting for 99.9985% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0015% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting. The related shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants Real Estate Co., Ltd. have avoided voting on this proposal.
2. Proposal on adding related party guarantee after the transfer of wholly-owned subsidiary
152811343 shares were approved, accounting for 99.9970% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; 4100 shares abstained, accounting for 0.0027% of the total number of valid voting shares attending the meeting.
The voting results of minority shareholders are as follows:
32805554 shares were approved, accounting for 99.9860% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0015% of the total number of valid voting shares held by minority shareholders attending the meeting; 4100 shares were abstained, accounting for 0.0125% of the total number of valid voting shares held by minority shareholders attending the meeting.
The related shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants Real Estate Co., Ltd. have avoided voting on this proposal.
3. Proposal on daily related party transactions between the company and China Merchants Group and its subordinate enterprises
152811343 shares were approved, accounting for 99.9970% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; 4100 shares abstained, accounting for 0.0027% of the total number of valid voting shares attending the meeting.
The voting results of minority shareholders are as follows:
32805554 shares were approved, accounting for 99.9860% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0015% of the total number of valid voting shares held by minority shareholders attending the meeting; 4100 shares were abstained, accounting for 0.0125% of the total number of valid voting shares held by minority shareholders attending the meeting.
The related shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants Real Estate Co., Ltd. have avoided voting on this proposal.
4. Proposal on daily related party transactions between the company and AVIC international and its subordinate enterprises
575278018 shares were approved, accounting for 99.9992% of the total number of valid voting shares attending the meeting; Against 500 shares, accounting for 0.0001% of the total number of valid voting shares attending the meeting; 4100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
The voting results of minority shareholders are as follows:
32805554 shares were approved, accounting for 99.9860% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0015% of the total number of valid voting shares held by minority shareholders attending the meeting; 4100 shares were abstained, accounting for 0.0125% of the total number of valid voting shares held by minority shareholders attending the meeting.
Related shareholder China Aviation Technology Shenzhen Co., Ltd. has avoided voting on this proposal.
Xinda lawyer believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, lawyer Xinda believes 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, the detailed rules for the implementation of online voting and other laws, regulations, normative documents and the articles of association, the qualifications of the convener and the participants are valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders. (no text below)
Legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in China Merchants Property Operation & Service Co.Ltd(001914) 2022 (Xinda Hui Zi (2022) No. 033) (no text on this page) Guangdong Xinda law firm
Person in charge: Lin Xiaochun signature lawyer: Rao Chunbo
Xu Shanshan
February 22, 2022
