Beijing Zhonglun law firm
About Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Of the fourth extraordinary general meeting of shareholders in 2021
Legal opinion
December, 2001
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Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Of the fourth extraordinary general meeting of shareholders in 2021
Legal opinion
To: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) (hereinafter referred to as “the company”), is entrusted by the company to appoint a lawyer to attend the fourth extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the general meeting of shareholders”) 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 2016) (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations, normative documents and the Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) articles of Association (hereinafter referred to as the “articles of association”) witnessed and issued legal opinions on this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and conveners, the voting procedures and voting results of the meeting comply with the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only used for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
After inspection, according to the resolution of the 28th meeting of the 9th board of directors of the company, On December 4, 2021, the company issued the notice of Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) on convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “Notice of the meeting”) on the designated media. Its contents comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on December 23, 2021 in the company’s conference room 1, 63 / F, Guangzhou International Financial Center, No. 5, Zhujiang West Road, Tianhe District, Guangzhou.
Online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. The time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on December 23, 2021; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on December 23, 2021. The time and place of the meeting shall comply with the contents of the meeting notice.
It is verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
The equity registration date of this shareholders’ meeting is December 20, 2021. Upon inspection, 40 shareholders and entrusted agents attended the shareholders’ meeting, and the total number of voting shares held was 2926543933, accounting for 78.7469% of the total number of voting shares of the company;
There were 11 shareholders and entrusted agents attending the on-site meeting, and the total number of voting shares held was 2794812804, accounting for 75.2023% of the total number of voting shares of the company;
There are 29 shareholders participating in online voting, and the total number of voting shares held is 131731129, accounting for 3.5446% of the total number of voting shares of the company;
33 small and medium-sized investors participated in the voting at the meeting, holding 132974059 voting shares, accounting for 3.5780% of the total voting shares of the company.
The general meeting of shareholders was convened by the board of directors of the company. The directors, supervisors and Secretary of the board of directors of the company attended the on-site meeting of the general meeting of shareholders. The company’s senior managers and witness lawyers attended the on-site meeting of the general meeting of shareholders as nonvoting delegates. The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders and the convener 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, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
It was witnessed that the on-site meeting of the company’s general meeting voted by open ballot on the matters listed in the announcement, and counted, monitored and counted the votes according to the procedures specified in the articles of association. According to the statistics of on-site voting and online voting results, the voting results of this shareholders’ meeting are as follows:
(i) Review the proposal on daily connected transactions expected in 2022
Voting results: 745371940 shares with voting rights participated through on-site meetings and online voting.
745300250 shares were approved, accounting for 99.9904% of the total voting shares of shareholders and shareholder representatives attending the meeting;
60740 opposed shares, accounting for 0.0081% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10950 shares were abstained, accounting for 0.0015% of the total voting shares of shareholders and shareholder representatives attending the meeting. Among them, the voting of small and medium-sized investors is as follows:
132902369 shares were approved, accounting for 99.9461% of the total voting shares of shareholders and shareholder representatives attending the meeting;
60740 opposed shares, accounting for 0.0457% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10950 shares were abstained, accounting for 0.0082% of the total voting shares of shareholders and shareholder representatives attending the meeting. The related shareholders Guangzhou Yuexiu Group Co., Ltd., Guangzhou Yuexiu Enterprise Group Co., Ltd., Guangzhou Hengyun Enterprises Holdings Ltd(000531) and Wang Shuhui avoided the deliberation and voting of this proposal.
（2） Deliberating the proposal on signing perpetual debt agreement and related party transactions with controlling shareholders
Voting results: 1179784711 shares with voting rights participated through on-site meetings and online voting.
1179713521 shares were approved, accounting for 99.9940% of the total voting shares of shareholders and shareholder representatives attending the meeting;
63090 opposed shares, accounting for 0.0053% of the total voting shares of shareholders and shareholder representatives attending the meeting; 8100 shares were abstained, accounting for 0.0007% of the total voting shares of shareholders and shareholder representatives attending the meeting. Among them, the voting of small and medium-sized investors is as follows:
132902869 shares were approved, accounting for 99.9465% of the total voting shares of shareholders and shareholder representatives attending the meeting;
63090 opposed shares, accounting for 0.0474% of the total voting shares of shareholders and shareholder representatives attending the meeting; 8100 shares were abstained, accounting for 0.0061% of the total voting shares of shareholders and shareholder representatives attending the meeting. Related shareholders: Guangzhou Yuexiu Group Co., Ltd., Guangzhou Yuexiu Enterprise Group Co., Ltd., Wang
（3） Deliberating the proposal on the issuance of corporate bonds by the holding subsidiary Guangzhou assets
Voting results: 2926543933 shares with voting rights participated through on-site meetings and online voting.
2926482243 shares were approved, accounting for 99.9979% of the total voting shares of shareholders and shareholder representatives attending the meeting;
Against 51240 shares, accounting for 0.0018% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10450 shares abstained, accounting for 0.0004% of the total voting shares of shareholders and shareholder representatives attending the meeting. Among them, the voting of small and medium-sized investors is as follows:
132912369 shares were approved, accounting for 99.9536% of the total voting shares of shareholders and shareholder representatives attending the meeting;
Against 51240 shares, accounting for 0.0385% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10450 shares abstained, accounting for 0.0079% of the total voting shares of shareholders and shareholder representatives attending the meeting. （4） Deliberating the proposal on Issuing renewable corporate bonds by Guangzhou assets, a holding subsidiary
Voting results: 2926543933 shares with voting rights participated through on-site meetings and online voting.
2926484768 shares were approved, accounting for 99.9980% of the total voting shares of shareholders and shareholder representatives attending the meeting;
Against 48715 shares, accounting for 0.0017% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10450 shares abstained, accounting for 0.0004% of the total voting shares of shareholders and shareholder representatives attending the meeting. Among them, the voting of small and medium-sized investors is as follows:
132914894 shares were approved, accounting for 99.9555% of the total voting shares of shareholders and shareholder representatives attending the meeting;
10450 shares abstained, accounting for 0.0079% of the total voting shares of shareholders and shareholder representatives attending the meeting. （5） Deliberating the proposal on issuing corporate bonds with Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) capital of holding subsidiaries
Voting results: 2926543933 shares with voting rights participated through on-site meetings and online voting.
2926482743 shares were approved, accounting for 99.9979% of the total voting shares of shareholders and shareholder representatives attending the meeting;
50740 opposed shares, accounting for 0.0017% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10450 shares abstained, accounting for 0.0004% of the total voting shares of shareholders and shareholder representatives attending the meeting. Among them, the voting of small and medium-sized investors is as follows:
132912869 shares were approved, accounting for 99.9540% of the total voting shares of shareholders and shareholder representatives attending the meeting;
50740 opposed shares, accounting for 0.0382% of the total voting shares of shareholders and shareholder representatives attending the meeting; 10450 shares abstained, accounting for 0.0079% of the total voting shares of shareholders and shareholder representatives attending the meeting. （6） Deliberating the proposal on the amount of external guarantee in 2022
Voting results: 1179784711 shares with voting rights participated through on-site meetings and online voting.
Agreed 1165090,57
