Fujian Yuanda alliance law firm about Xiamen Xindeco Ltd(000701)
Legal opinion of the sixth extraordinary general meeting of shareholders in 2001
To: Xiamen Xindeco Ltd(000701)
Fujian Yuanda alliance law firm has accepted your entrustment to appoint lawyers Deng Zaiqiang and Yao Xinghui (hereinafter referred to as our lawyers) to attend the sixth extraordinary general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) of your company in 2012. 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) and other laws and regulations, as well as the articles of association of your company, on whether the convening and convening procedures of the general meeting of shareholders comply with the laws, administrative regulations, the rules for the general meeting of shareholders and the articles of association Whether the qualifications of attendees and conveners are legal and effective, whether the voting procedures and voting results of the general meeting of shareholders are legal and effective, and issue legal opinions.
In accordance with the business standards and ethics recognized by the lawyer industry and in the spirit of diligence, our lawyers checked and verified the relevant materials provided by your company according to the pre prepared verification and verification plan, and recorded the verification and verification in accordance with the relevant national regulations, Based on the analysis of the relevant facts of the shareholders' meeting, the lawyers of the firm issued the following legal opinions:
1、 On the convening and convening procedures of the general meeting of shareholders
After verification and verification by our lawyers, the board of directors of your company published on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com.. CN.) on December 14 and 16, 2021 The time and place of the shareholders' meeting, the matters to be considered at the meeting, the methods of attending the meeting and the participants were announced at the meeting. The shareholders' meeting was convened by the board of directors of your company and presided over by Mr. Zeng Tingyi, chairman of your company. It was held in the conference room of your company at 14:50 on December 30, 2021. The time and place of the meeting were the same as that announced in the announcement.
Based on the above facts, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association of your company.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
When attending the general meeting of shareholders, shareholders and their agents present their ID cards, power of attorney of legal person shareholders, agent ID cards and stock holding certificates, which are verified by the Secretariat of the general meeting and the lawyers of the exchange, The name (name) and shareholding amount of the shareholders are consistent with the name (name) and shareholding amount of the shareholders in the register of shareholders after the closing of the transaction on December 23, 2021.
The identity of your directors, supervisors, Secretary of the board of directors, the Secretariat of the general meeting and our lawyers who attended the general meeting of shareholders was verified.
Other senior managers of your company attended the shareholders' meeting as nonvoting delegates.
Based on the above facts, our lawyers believe that all the persons attending the general meeting of shareholders meet the statutory conditions and are qualified to attend the general meeting of shareholders, and the qualification of the convener of the general meeting is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders voted by open ballot on the deliberations of the general meeting of shareholders listed in the announcement of your company on December 14 and 16, 2021. Two shareholder representatives, your supervisor Wang Liyuan and our lawyer counted the votes on the spot, supervisor Wang Liyuan acted as the vote supervisor, and Wang Liyuan announced the voting results on the spot. Shareholders (including shareholders' proxies) present at the meeting have no objection to the voting results. The voting results were as follows:
1. Proposal on the application of the company and its holding subsidiaries for the comprehensive credit line of financial institutions in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
2. Proposal on the company and its holding subsidiaries applying for credit line from financial institutions with their own assets mortgaged and pledged in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
3. Proposal on the financing of the company and its holding subsidiaries to non-commercial banking institutions in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
4. Proposal on providing financial assistance to Xiamen Dabang Tongshang Automobile Trading Co., Ltd., a holding subsidiary
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
5. Proposal on launching foreign exchange derivatives trading in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
6. Proposal on applying for credit line and providing credit guarantee to financial institutions for wholly-owned subsidiaries in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
8. Proposal on the company issuing 5 billion yuan of ultra short term financing bonds
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
9. Proposal on the issuance of RMB 1.5 billion short-term financing bonds by the company
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
10. Proposal on the issuance of RMB 1.5 billion medium-term notes by the company
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
11. Proposal on launching commodity derivatives business in 2002
267439378 shares were approved, accounting for 99.7148% of the shares held by all shareholders attending the meeting; Against 764900 shares, accounting for 0.2852% 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.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the company's shares): 23116050 shares were agreed, accounting for 96.7970% of the shares held by small and medium-sized shareholders attending the meeting; Against 764900 shares, accounting for 3.2030% 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.
