About Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) the sixth extraordinary general meeting of shareholders in 2021
of
Legal opinion
Jianwei (Kunming) law firm
CITY DEVELOPMENT LAW FIRM KUNMING OFFICE
Address: 24 / F, block B, Hongxing wealth center, No. 488, Guangfu Road, Kunming
Tel: 0871-63641566 / 63641568 Fax: 0871-63641565 contact: Du Lijuan Tel: 13608713330 website: www.jianwei.com com.
To: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200)
According to 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 (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 and the Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) articles of association (hereinafter referred to as “articles of association”), Jianwei (Kunming) law firm (hereinafter referred to as “the firm”) accepted the employment of Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) (hereinafter referred to as “cloud investment ecology”) and appointed Hou Haiyuan and LV Yayu (hereinafter referred to as “the firm’s lawyer”) to attend the sixth extraordinary general meeting of shareholders of cloud investment ecology in 2021 (hereinafter referred to as “the firm’s lawyer”) “This shareholders’ meeting”) and issue this legal opinion on the convening and convening procedures of this shareholders’ meeting, the qualifications of participants, voting procedures and results.
This legal opinion is the legal opinion issued by our lawyer based on the legal facts mastered by attending the shareholders’ meeting and the relevant materials provided by cloud investment ecology.
Cloud investment ecology has assured us that all documents and copies required for issuing this legal opinion provided to our lawyers are true and effective.
Our lawyers agree to submit this legal opinion as a legal document necessary for the disclosure of cloud investment ecological information to Shenzhen stock exchange together with the resolution of the general meeting of shareholders of cloud investment ecology, and also agree to publish this legal opinion together with the resolution of the general meeting of shareholders of cloud investment ecology.
Based on the above, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the securities law and the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions:
1、 Procedures for convening and convening the sixth extraordinary general meeting of shareholders in 2021
(i) The 12th meeting of the 7th board of directors of the company deliberated and approved the notice on convening the sixth extraordinary general meeting of shareholders in 2021, and the sixth extraordinary general meeting of shareholders in 2021 is scheduled to be held on December 27, 2021.
（2） Relevant announcements disclosed by the company in Shanghai Securities News, Securities Daily, securities times, China Securities News and cninfo online on December 11, 2021.
（3） The general meeting of shareholders was held by combining on-site voting and online voting.
1. Time of on-site meeting: 14:30 p.m. on Monday, December 27, 2021.
2. Online voting time:
(1) The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m., 13:00-15:00 p.m. on December 27, 2021;
(2) The specific time of 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 27, 2021.
Upon inspection, the time, place and other matters of the shareholders’ meeting are consistent with the contents of the notice of the shareholders’ meeting. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of China’s company law and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders
(i) General information of shareholders and proxy shareholders attending the general meeting:
There are 4 shareholders voting on site and online, representing 42728329 shares, accounting for 23.2052% of the total shares of the listed company.
Among them, one shareholder passed the on-site voting, representing 42685927 shares, accounting for 23.1821% of the total shares of the listed company.
There are 3 shareholders voting online, representing 42402 shares, accounting for 0.0230% of the total shares of the listed company. Overall attendance of minority shareholders:
There are 3 shareholders voting on site and online, representing 42402 shares, accounting for 0.0230% of the total shares of the listed company.
Among them, there are 0 shareholders voting on site, representing 0 shares, accounting for 0.0000% of the total shares of the listed company. There are 3 shareholders voting online, representing 42402 shares, accounting for 0.0230% of the total shares of the listed company. The shareholders represented by shareholders and shareholders’ agents are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of Monday, December 20, 2021.
（2） Other personnel attending the shareholders’ meeting
The directors, senior managers and lawyers of the company also attended the shareholders’ meeting.
（3） Qualification of convener of this general meeting of shareholders
After verification, the convener of this shareholders’ meeting is the board of directors of cloud investment ecology.
Upon verification by our lawyers, the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders are in line with the company law, rules of general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association
Relevant provisions of the. The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberations of the shareholders’ meeting, after the lawyers of the firm checked the on-site voting results provided by cloud investment ecology and the online voting statistical results provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of the shareholders’ meeting are as follows:
Proposal 1.00 proposal on re employment of accounting firm
Total voting:
42709129 shares were agreed, accounting for 99.9551% of the shares held by all shareholders attending the meeting; Against 19200 shares, accounting for 0.0449% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
23202 shares were approved, accounting for 54.7191% of the shares held by minority shareholders attending the meeting; Opposed 19200 shares, accounting for 45.2809% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting of shareholders attending the meeting is as follows:
Name: Yunnan Investment Holding Group Co., Ltd. Yang Dong, Xie Yongjin, Peng Li
Attending shares 426859272320210009200
Number (shares)
1.00 agree disagree
According to the above voting results, proposal 1 was considered and adopted at this meeting.
After verification by the lawyers of the exchange, the matters considered at this meeting are consistent with the legal opinion of the sixth extraordinary general meeting of shareholders of cloud investment ecology in 2021 listed in the meeting announcement, and there is no situation of considering and voting on other unannounced interim proposals. The voting procedures and results of this general meeting of shareholders comply with the company law and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association. Our lawyers believe that the voting procedures and results of this meeting of the company are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening, convening procedures, qualification of participants, qualification of conveners, proposals and voting procedures of the sixth extraordinary general meeting of shareholders in 2021 comply with the provisions of the company law, rules for general meetings and other relevant laws, regulations, rules, normative documents and the articles of Association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in two originals, one for Yuntou ecology and one for the exchange.
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Principal of Jianwei (Kunming) law firm:
Handling lawyer:
December 27, 2001
