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Beijing Jiayuan law firm
About Midea Group Co.Ltd(000333)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi'an
To: Midea Group Co.Ltd(000333)
Beijing Jiayuan law firm
About Midea Group Co.Ltd(000333)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Jiayuan (2022) - 04-106 Dear Sirs:
Entrusted by Midea Group Co.Ltd(000333) (hereinafter referred to as "the company"), Beijing Jiayuan law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and carried out necessary verification work. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed by the Institute witnessed the general meeting of shareholders through video. In accordance with the provisions of the company law of the People's Republic of China, the rules of shareholders' meeting of listed companies and the articles of association of the Midea Group Co.Ltd(000333) (hereinafter referred to as the "articles of association"), the convening and holding procedures of the shareholders' meeting and the qualifications for attending the meeting were also made. The lawyer's Witness opinions on voting procedures and other matters are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On February 22, 2022, the fifth meeting of the Fourth Board of directors of the company decided to convene the second extraordinary general meeting of shareholders in 2022.
2. On February 23, 2022, the company published the notice on convening the second extraordinary general meeting of shareholders in 2022 and other relevant announcements on the information disclosure media designated by the company, announcing the time, place, meeting method and deliberation matters of the general meeting of shareholders.
3. The general meeting of shareholders was held by combining on-site voting and online voting.
4. The on-site meeting place of this shareholders' meeting is conference room c407, Midea headquarters building, No. 6, Midea Avenue, Shunde District, Foshan City, Guangdong Province.
5. The time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on March 11, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is any time from 9:15 a.m. to 15:00 p.m. on March 11, 2022.
6. On March 11, 2022, the general meeting of shareholders was held as scheduled according to the above notice, and the on-site meeting was presided over by Mr. Gu Yanmin, the director of the company.
According to the inspection of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
According to the registration data, power of attorney and other supporting documents of the shareholders attending the meeting or their entrusted agents, as well as the data provided by Shenzhen Securities Information Co., Ltd., 746 shareholders, shareholders' representatives and shareholders voting through the Internet attended the meeting, representing 4 Shandong Xiantan Co.Ltd(002746) 952 shares, Accounting for 581929% of the total voting shares of the company (as of the equity registration date, the total share capital of the company is 6995237751 shares, of which the number of shares remaining in the company's repurchase account is 116828832 shares, and the repurchased shares do not enjoy voting rights, so the total share capital with voting rights at this shareholders' meeting is 6878408919 shares).
2. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
Some directors, supervisors and secretaries of the board of directors of the company attended the general meeting of shareholders, and senior managers of the company attended the general meeting of shareholders as nonvoting delegates. Our lawyer witnessed the shareholders' meeting by video.
Our lawyers believe that the above-mentioned persons are qualified to attend the general meeting of shareholders according to law.
3、 Proposals considered at the general meeting of shareholders
It is verified that there is no other situation of adding or modifying the notified proposal at this shareholders' meeting; The proposals deliberated by the company's general meeting of shareholders fall within the scope of the company's general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders.
4、 Voting procedures of the general meeting of shareholders
1. The shareholders' meeting deliberated the proposals listed in the meeting notice, and the meeting adopted on-site voting
Voting shall be carried out by means of a combination of voting and online voting. Shareholders attending the on-site meeting of the general meeting of shareholders shall be registered
The voting method is to vote on the matters listed in the meeting notice one by one, and the shareholders who vote through the Internet pass the voting
The trading system and Internet voting system of Shenzhen Stock Exchange voted.
2. After the on-site voting of this meeting, the shareholders' representatives, supervisors' representatives and the lawyers of this firm (as the case may be)
(frequency method) participate in counting the voting of shareholders attending the on-site meeting.
3. After the online voting of this shareholders' meeting, Shenzhen Securities Information Co., Ltd. provided this information to the company
Voting statistics of online voting.
4. According to relevant rules, the voting results of on-site voting and online voting shall be combined and counted, and the discussion shall be discussed at the meeting
The motion was passed legally. The specific voting conditions are as follows:
I agree against the waiver
Title and category of proposal No
Proportion of shares proportion of shares proportion of shares
Discussion on the proposal on providing guarantee for the overall 4 Rainbow Digital Commercial Co.Ltd(002419) 052999918% 2710000.0068% 569000.0014% case division of the wholly-owned subsidiary
1 investor 1684340204999805% 2710000.0161% 569000.0034%
Discussion on the overall amendment to the articles of association 4 Zhejiang Fuchunjiang Environmental Thermoelectric Co.Ltd(002479) 952999933% 2520000.0063% 150000.0004% (February 2022)
2. Investors 1684401104999842% 2520000.0150% 150000.0009%
The lawyer of the firm believes that the voting procedures of the general meeting of shareholders comply with relevant laws and regulations and the articles of association
It is stipulated that the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders are legal and attend the meeting
The voting procedures and valid voting results of the company comply with the relevant laws and regulations
Legal and valid.
The bourse agrees that this legal opinion shall be submitted together with other information disclosure materials of the company's general meeting of shareholders; and
Announcement: please do not use it for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Liu Xing
LV Danning
specific date
