Beijing Guofeng law firm
About Xinjiang Winka Times Department Store Co.Ltd(603101)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0070
To: Xinjiang Winka Times Department Store Co.Ltd(603101) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), we appoint lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting") and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of this meeting
After verification, this meeting was decided to be held by the 25th meeting of the 5th board of directors of your company and convened by the board of directors. The board of directors of your company was published in the securities times, Shanghai Securities News and the website of Shanghai Stock Exchange on February 24, 2022（ http://www.sse.com.cn. ）The notice of Xinjiang Winka Times Department Store Co.Ltd(603101) on convening the second extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights. They have the right to attend the shareholders' equity registration date and registration method of shareholders Contact address, contact person and other matters, list the deliberation matters of this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held in the conference room on the fifth floor of the company, No. 58 Qianjin Street, Tianshan District, Urumqi on March 11, 2022, presided over by Mr. Pan Dingrui, chairman of your company. The meeting approved the online voting system of the general meeting of shareholders of listed companies of China Securities Depository and Clearing Corporation Limited. The starting and ending time of online voting is from March 10, 2022 to March 11, 2022. The specific time of voting is any time from 15:00 pm on March 10, 2022 to 15:00 PM on March 11, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The qualifications of the convener specified in the procedure.
According to the signatures of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by China Securities Depository and Clearing Co., Ltd., and the register of shareholders as of the equity registration date of the meeting, which have been verified and confirmed by your company and our lawyers, A total of 7 shareholders (shareholders' proxies) voted on site and online at this meeting, representing 279869242 shares, accounting for 594960% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, the directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualification of the above shareholders participating in online voting has been certified by China Securities Depository and Clearing Co., Ltd., the provider of online voting system.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company's announced meeting notice. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. The proposal on applying for working capital loan from Hua Xia Bank Co.Limited(600015) Urumqi branch was passed
Voting results: 279519742 shares were approved, accounting for 998751% of the total number of valid voting shares attending the meeting; 349500 opposition shares, accounting for 0.1249% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
The lawyers of the firm, the two shareholders' representatives elected on site and the supervisor's representative are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
2、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association. The qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the second extraordinary general meeting of shareholders in Xinjiang Winka Times Department Store Co.Ltd(603101) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Zhang Yundong
Cao Yiran
March 11, 2022
