Beijing Deheng (Kunming) law firm
About Yunnan Metropolitan Real Estate Development Co.Ltd(600239)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) ：
Beijing Deheng (Kunming) law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of your company, hereby appoints lawyer Li Yanli and lawyer Cui Guangxian to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Having reviewed the documents and materials related to the general meeting of shareholders provided by your company, we hereby issue the following legal opinions on the relevant matters of the general meeting of shareholders of 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, the rules for the general meeting of shareholders of listed companies and the articles of association of your company:
1、 On the convening and convening procedures of the general meeting of shareholders
According to the relevant materials and publicly disclosed information provided by your company, your company has held the 33rd meeting of the ninth board of directors on December 24, 2021, made a resolution on convening this general meeting of shareholders, and posted it on the website of Shanghai Stock Exchange on December 25, 2021（ http://www.sse.com.cn. ）And Shanghai Securities News, China Securities News, securities times and Securities Daily published the notice of convening the shareholders’ meeting.
The on-site meeting of the general meeting of shareholders was held at 14:00 on January 10, 2022 in the meeting room on the 17th floor of your company, building A4, Rongcheng Youjun office building, 36 Xiyuan South Road, Xishan District, Kunming. The meeting was held more than 15 days apart from the notice and announcement. The specific time, place and deliberations of the meeting were also consistent with the contents of the announcement.
The general meeting of shareholders was jointly elected by more than half of the directors and presided over by Mr. Chen Yonghang, a director of the company, in accordance with laws, regulations and the articles of association of your company.
2、 On the qualifications of personnel attending the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the review of our lawyers, there are 24 shareholders and shareholder agents attending the general meeting of shareholders, and the total number of voting shares represented is 678105037 shares, accounting for 42.23% of the total number of voting shares of your company. Among them, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented is 674386708, accounting for 42.00% of the total voting shares of your company; A total of 20 shareholders attended the online voting, representing 3718329 shares with voting rights, accounting for 0.23% of the total share capital of your company; There are 23 small and medium-sized investors holding less than 5% of the shares attending the shareholders’ meeting, and the number of voting shares represented is 37954462 shares, accounting for 2.36% of the total share capital of your company. Their qualifications are legal and valid. In addition, some directors, supervisors and senior managers of your company also attended the shareholders’ meeting.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders and their agents attending the shareholders’ meeting deliberated the proposal on the company’s financing in 2022, the proposal on the company’s guarantee in 2022, the proposal on the company’s application for guarantee limit and establishment of mutual guarantee relationship with the controlling shareholder in 2022, and the proposal on the company’s application for loan limit from the controlling shareholder and its subsidiaries in 2022 one by one The proposal on providing loans to subordinate joint-stock companies in 2022, the proposal on the company’s daily related party transactions in 2022, the proposal on providing guarantees for subordinate joint-stock companies, and the proposal on Revising , a total of 8 proposals, were voted by a combination of on-site open voting and online voting, Related shareholders: Yunnan kanglv Holding Group Co., Ltd Yunnan Rongzhi Investment Co., Ltd. avoided voting on the proposal on the company’s application for guarantee amount from the controlling shareholder and the establishment of mutual insurance relationship in 2022, the proposal on the company’s application for loan amount from the controlling shareholder and its subsidiaries in 2022, and the proposal on the company’s daily related party transactions in 2022 due to related party transactions, Except that the proposal on the company’s application for guarantee amount from the controlling shareholder and the establishment of mutual insurance relationship in 2022 failed to be deliberated and passed, other proposals were deliberated and passed by the number of votes in accordance with the articles of association of your company.
4、 Concluding observations
Based on the above facts and documents, our lawyers believe that the convening, convening, shareholders’ qualifications, voting procedures and voting results of this general meeting of shareholders of your company comply with the provisions of laws, regulations and the articles of association of your company, and the resolutions adopted are legal and effective.
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