Beijing Yingke (Xiamen) law firm on Xiamen Anne Co.Ltd(002235)
2021 annual general meeting
Legal opinion
December 29, 2012
Beijing Yingke (Xiamen) law firm
19th and 25th floors, Xiamen first Plaza, No. 2 Lujiang Road, Xiamen, Fujian
Tel: 0592-2936688 Fax: 0592-2525625 zip code: 361000
About Xiamen Anne Co.Ltd(002235)
The third extraordinary general meeting of shareholders in 2021
Legal opinion
To: Xiamen Anne Co.Ltd(002235)
Entrusted by Xiamen Anne Co.Ltd(002235) (hereinafter referred to as "the company"), Beijing Yingke (Xiamen) law firm (hereinafter referred to as "the firm") appointed lawyer Chen Weijian and lawyer Zheng Ziqing (hereinafter referred to as "the firm's lawyer") to attend the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the general meeting of shareholders"), to witness and give legal opinions on the general meeting of shareholders.
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 (hereinafter referred to as the "rules for the general meeting of shareholders"), the rules for the listing of shares on Shenzhen Stock Exchange (hereinafter referred to as the "rules for the listing of shares") and other relevant laws, regulations and normative documents, as well as the Xiamen Anne Co.Ltd(002235) articles of Association (hereinafter referred to as the "rules for the listing of shares")“ The articles of association).
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, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules for general meetings 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 provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its undertaking lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. The legal opinions are as follows:
1、 Convening procedures of the general meeting of shareholders
The company held the 18th meeting of the 5th board of directors on December 13, 2021, It is decided to convene the third extraordinary general meeting of shareholders of the company in 2021 at 14:30 on Wednesday, December 29, 2021. The board of directors of the company published the notice of Xiamen Anne Co.Ltd(002235) on convening the third extraordinary general meeting of shareholders of 2021 on cninfo.com.. CN on December 14, 2021 , specifying the convener, time, method, place, participants, proposals to be considered, registration procedures and other matters needing attention.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules for the listing of shares, the rules for the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Convening of this general meeting of shareholders
The shareholders' meeting is held by combining on-site voting and online voting. The on-site meeting is held at 14:30 on December 29, 2021, and the meeting place is the first conference room of the company, No. 99, Xinglin Jinyuan South Road, Jimei District, Xiamen. The actual time and place of the meeting shall be consistent with the time and place announced in the meeting notice. The general meeting of shareholders is presided over by Mr. Zhang Jie, chairman of the company.
The time of online voting is from December 29, 2021 to December 29, 2021. The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on December 29, 2021; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:30 on December 29, 2021 to 15:00 on December 29, 2021.
After verification, our lawyers believe that the procedures for convening the general meeting of shareholders of the company 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.
3、 Qualifications of the persons attending the general meeting of shareholders and the convener of the meeting
(i) Shareholders and their proxies attending the general meeting of shareholders
1. General information of shareholders attending the meeting
Upon inspection, there are 10 shareholders and shareholder representatives attending the general meeting, representing [121256177] shares with voting rights, accounting for [20.9217]% of the total voting shares of the company.
2. Details of shareholders attending the meeting
(1) Shareholders and their proxies attending the on-site meeting
There are 3 shareholders and agents entrusted by shareholders attending the on-site meeting of the general meeting of shareholders, representing [121173177] shares with voting rights, accounting for [20.9073]% of the total voting shares of the company.
(2) Shareholders participating in the online voting of the general meeting of shareholders
Within the effective time of online voting, there are [7] shareholders voting directly through the online voting system, representing [83000] voting shares, accounting for [0.0143]% of the total voting shares of the company.
(3) Attendance of small and medium-sized investors
A total of [8] small and medium-sized investors (except directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares and those acting in concert) attended the general meeting of shareholders, representing [93000] voting shares, accounting for [0.0160]% of the total voting shares of the company.
The subject qualification of shareholders and their agents attending the on-site meeting of the general meeting of shareholders is legal and effective. The qualification of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
（2） Other persons attending or attending the shareholders' meeting as nonvoting delegates
The directors, supervisors and senior managers of the company and the lawyers of Beijing Yingke (Xiamen) law firm also attended the general meeting of shareholders, all of whom are legally qualified to attend the general meeting of shareholders.
（3） Qualification of convener of this general meeting of shareholders
It is verified that the convener of this shareholders' meeting is the board of directors of the company and has the legal qualification to convene this shareholders' meeting.
4、 Voting procedures and results of the general meeting of shareholders
According to the review of our lawyers, it is confirmed that the proposal listed in the meeting notice was deliberated at the shareholders' meeting of the company.
The vote scrutineers elected and the lawyers of the exchange scrutinized and counted the votes at the shareholders' meeting, and announced the voting results on the spot. The deliberation results of the proposal are as follows:
1. The review and adoption of the
< Xiamen Anne Co.Ltd(002235) 关于募集资金投资项目延期、投资资金调整并将剩余募集资金永久补充流动资金的议案>
Proposal for
The voting result is that [121228877] shares are approved, accounting for [99.9775] of the total voting shares held by shareholders attending the meeting (including online voting); [0000] opposed shares, accounting for [0.0000] of the total voting shares held by shareholders attending the meeting (including online voting); Abstained [27300] shares, accounting for [0.0225]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [65700] consent votes, accounting for [70.6452] of the voting rights held by small and medium-sized investors attending the meeting; [0000] negative votes, accounting for [0.0000] of the voting rights held by small and medium-sized investors attending the meeting; Abstained [27300] shares, accounting for [29.3548]% of the voting rights held by small and medium-sized investors attending the meeting.
According to the voting results, the proposal of the general meeting of shareholders was passed.
5、 Concluding observations
In conclusion, 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 rules of general meeting of shareholders and the articles of Association; The qualifications of the convener of the general meeting of shareholders, the shareholders and their agents attending the general meeting of shareholders, and other personnel attending the meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in quintuplicate, which shall come into force after being sealed by the exchange and signed by the undertaking lawyer.
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Beijing Yingke (Xiamen) law firm: (seal) principal: Li Yulin [] handling lawyer: Chen Weijian [] handling lawyer: Zheng Ziqing [] date:
