Guangdong Huashang law firm
About China Baoan Group Co.Ltd(000009)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: China Baoan Group Co.Ltd(000009)
Guangdong Huashang law firm (hereinafter referred to as “the firm”) is entrusted by China Baoan Group Co.Ltd(000009) (hereinafter referred to as “the company”) to appoint Zeng Tieshan and Wu Sanming (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the meeting” or “the general meeting”). The lawyer of the firm issues this legal opinion in accordance with the company law of the people’s Republic of China and other laws, regulations and normative legal documents, as well as the provisions of China Baoan Group Co.Ltd(000009) articles of Association (hereinafter referred to as the articles of association).
This legal opinion only checks and expresses opinions on whether the procedures for convening and convening this meeting, the qualifications of the personnel attending this meeting and the voting procedures comply with the provisions of relevant legal matters and the articles of association, and whether the voting results of the proposals considered at this meeting are effective, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data involved in such proposals.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s meeting, and bear the responsibility for the legal opinion issued by the firm according to law.
In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers have verified and witnessed the documents related to the issuance of this legal opinion and the following facts, and now issue the following legal opinions on the relevant legal matters involved in this shareholders’ meeting:
1、 On the convening and convening procedures of this meeting
In order to hold this general meeting of shareholders, the board of directors of the company has published on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on February 17, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022010) (hereinafter referred to as the “notice on convening the general meeting of shareholders”) was published to announce the time, method, deliberation matters, participants and other matters of the general meeting of shareholders.
After verification by our lawyers, the meeting of the company was held at 15:15 on March 4, 2022 in the conference room on the 29th floor, block a, Bao’an Plaza, 1002 Sungang East Road, Shenzhen. The time, place and method of the meeting The deliberation items are consistent with the contents of the notice on convening the first extraordinary general meeting of shareholders in 2022 published by the company on cninfo.com on February 17, 2022. Mr. Chen Taiquan, the chairman of the board of shareholders and the deputy director entrusted by the board of shareholders, presided over the deliberation of the meeting.
The general meeting of shareholders adopts the combination of on-site voting and online voting. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 4, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 4, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the articles of association, the rules of the general meeting of shareholders and the rules for online voting.
2、 On the qualifications of the personnel attending the general meeting of shareholders
1. A total of 82 shareholders and authorized representatives of shareholders attended the general meeting, with 698708259 representative shares, accounting for 27.09% of the total voting share capital of the company. Among them, 4 shareholders and authorized representatives attended the on-site meeting, representing 2684245 shares, accounting for 0.10% of the total shares of the company; A total of 78 shareholders participated in the online voting of the general meeting of shareholders, representing 696024014 shares, accounting for 26.99% of the total shares of the company.
2. Some directors, supervisors, senior managers and witness lawyers of the company attended or attended the meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the personnel attending and attending the general meeting of shareholders as nonvoting delegates comply with the relevant provisions of the company law, the articles of association, the online voting rules and the rules of the general meeting of shareholders, and their qualifications are legal and effective.
3、 Deliberation items and voting procedures of the conference
The shareholders’ meeting deliberated the following proposals listed in the meeting notice, voted on the agenda items by open ballot, and made resolutions of the shareholders’ meeting:
1.00. Proposal on the signing of investment cooperation agreement and foreign investment by subsidiaries;
2.00 proposal on extending the validity period of resolutions of the general meeting of shareholders on public issuance of corporate bonds.
The above proposal has been deliberated and adopted at the 30th meeting of the 14th board of directors of the company. The proposal announcement was published on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on February 17, 2022 disclosure.
The shareholders and their proxies present at the shareholders’ meeting voted on the above proposals by open ballot, and the voting was conducted under the supervision of the vote monitoring representative elected by the shareholders’ meeting and the lawyer of the firm; Online voting is conducted in accordance with the provisions of the articles of association, the rules of the general meeting of shareholders and the online voting rules, and the online voting results are obtained through the online voting system.
According to the statistics of the vote counter and the vote scrutinizer on the voting results and the verification of our lawyers, the shareholders’ meeting voted on the proposal included in the notice and announced the voting results on the spot. The voting results of the proposal are as follows:
1. The number of shares approved, 179636 shares opposed and 1600 shares abstained in the proposal “on signing the investment cooperation agreement and foreign investment by subsidiaries” of item 1.00, accounting for 99.97%, 0.03% and 0.0002% of the total number of valid voting shares attending the meeting respectively. The proposal was passed;
2. The number of shares approved, 191936 shares opposed and 1005380 shares abstained in the proposal “on extending the validity of the resolution of the general meeting of shareholders on the public issuance of corporate bonds” of item 2.00 was 697510943, accounting for 99.83%, 0.03% and 0.14% of the total number of valid voting shares attending the meeting respectively. The proposal was passed;
To sum up, the proposal included in this shareholders’ meeting was passed.
After verification, our lawyers believe that the proposals and voting procedures deliberated at this meeting are consistent with the notice of the general meeting of shareholders, comply with the relevant provisions of the company law, the articles of association, the online voting rules and the rules of the general meeting of shareholders, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners, voting procedures, voting results and other matters comply with the relevant provisions of laws, administrative regulations and the articles of association, and the resolutions adopted at the meeting are legal and effective. This legal opinion has four originals and no copies.
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Person in charge: Handling lawyer:
Gao Shuzeng Tieshan Wu Sanming March 4, 2022
