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Beijing Jingtian Gongcheng law firm
About Maiquer Group Co.Ltd(002719)
Legal opinion of 2021 annual general meeting
To: Maiquer Group Co.Ltd(002719)
Entrusted by Maiquer Group Co.Ltd(002719) (hereinafter referred to as “the company”), Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) appointed its lawyer to witness the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”) held by the company at 16:00 on May 18, 2022 in the conference room on the second floor of maixier group company, maixier Avenue, Changji City, Xinjiang, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other current Chinese laws, regulations and other normative documents (hereinafter referred to as “Chinese laws and regulations”) and the Maiquer Group Co.Ltd(002719) articles of Association (hereinafter referred to as “the articles of association”), the company will discuss the convening and convening methods, the qualifications of participants, the qualifications of conveners This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the documents related to the general meeting of shareholders provided by the company, including but not limited to the resolution of the fourth meeting of the Fourth Board of directors and its correction announcement, the resolution of the fourth meeting of the Fourth Board of supervisors, the opinions of independent directors, the announcement published according to the above contents, the notice, proposal and resolution on convening the general meeting of shareholders, etc, At the same time, we listened to the company’s statements and explanations on relevant facts. Affected by the pneumonia epidemic caused by novel coronavirus infection, according to the relevant provisions of the notice on several measures to support the real economy (SZS [2022] No. 439) of Shenzhen Stock Exchange, we assigned lawyers to witness this general meeting of shareholders through online video conference. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, the exchange guarantees that there are no false records, misleading statements and major omissions in this legal opinion according to the facts and legal opinions of the exchange on or before the issuance date of this legal opinion. The bourse agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and take responsibility for the legal opinion issued in accordance with the law. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The fourth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders on April 25, 2022, which was published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on April 26, 2022 The notice on convening the 2021 annual general meeting of shareholders was published on the. The aforesaid announcement specifies the session of the general meeting of shareholders, the convener of the meeting, the compliance and legitimacy of the meeting, the date and time of the meeting, the way of the meeting, the equity registration date of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the proposal code of the general meeting of shareholders, the registration method of the meeting, the specific operation process of participating in online voting and other matters, It also explains that as of the afternoon closing of May 12, 2022 (equity registration date), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and participate in the meeting in writing. The shareholder agent does not have to be a shareholder of the company.
A total of 13 proposals were considered at the shareholders’ meeting, They are respectively the proposal on the annual report and summary of 2021, the proposal on the financial final account report of 2021, the proposal on the work report of the board of directors of 2021, the proposal on the work report of the board of supervisors of 2021, the proposal on the profit distribution plan of 2021, and the proposal on the special report on the deposit and use of raised funds of 2021 Proposal on using its own idle funds to purchase financial products, proposal on the company’s application for credit line from banks and providing guarantee to subsidiaries in 2022, proposal on the annual forecast report of daily connected transactions in 2022, proposal on the subsidy and salary scheme of directors and supervisors in 2022, proposal on the self-evaluation report of internal control in 2021, and proposal on the renewal of the audit institution in 2022 Proposal on providing financial assistance to franchisees. The above proposal or the main contents of the proposal have been announced on April 26, 2022.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the notice, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of shareholders attending the general meeting of shareholders
1. Shareholders’ representatives (including shareholders and / or shareholders’ agents, the same below) attending the on-site meeting of the general meeting of shareholders 11 shareholders’ representatives (representing 12 shareholders), representing 74235675 shares with voting rights, accounting for 426300% of the total voting shares of the company.
After verification, the exchange believes that the qualification of shareholders’ representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
46 shareholders’ representatives voted through the Internet, and the number of voting shares represented was 22905106, accounting for 131533% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Shareholders of small and medium-sized investors voting at the general meeting of shareholders
There are 49 representatives of small and medium-sized investor shareholders (i.e. shareholders who individually or jointly hold more than 5% of the shares of the company, excluding directors, supervisors and senior managers of the company holding less than 5%, the same below), and the number of voting shares represented is 8549754, accounting for 4.9097% of the total voting shares of the company.
3. Other personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates
It is verified that in addition to the shareholder representatives, the personnel attending the on-site meeting of the general meeting of shareholders also include the company’s directors, supervisors and the Secretary of the board of directors. Other senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
Affected by the epidemic of novel coronavirus pneumonia, according to the relevant provisions of the notice on several measures to support the real economy (SZS [2022] No. 439) of Shenzhen Stock Exchange, our lawyers attended the meeting by video and witnessed the general meeting of the company.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot, and the shareholder representatives deliberated the proposals of the general meeting of shareholders.
2. Online voting
The online voting of this shareholders’ meeting adopts the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for shareholders to participate in online voting through the trading system of Shenzhen stock exchange is 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time for shareholders to participate in online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of online voting at the general meeting of shareholders.
3. Voting results
The general meeting of shareholders deliberated and voted by on-site open ballot and online voting. The on-site vote was counted and monitored according to the procedures specified in the articles of association, and the voting results were announced at the meeting. Online voting shall be conducted through the trading system and Internet voting system of Shenzhen Stock Exchange within the time period determined in the meeting notice. After the on-site voting and online voting, the company merged the voting results of the two voting methods. The relevant proposals of the general meeting of shareholders have been effectively voted by the representatives of voting shareholders participating in the on-site meeting and online voting. The voting results of the proposals considered at the shareholders’ meeting are as follows:
Proposal 1: proposal on 2021 annual report and summary, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders;
Proposal 2 proposal on 2021 annual financial statement report, which is an ordinary resolution and passed by shareholders attending the general meeting with more than half of the effective voting rights;
Proposal 3 proposal on the work report of the board of directors in 2021, which is an ordinary resolution and passed by more than half of the shareholders attending the general meeting of shareholders with effective voting rights;
Proposal 4 proposal on the work report of the board of supervisors in 2021, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders;
Proposal 5 proposal on 2021 profit distribution plan, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Among them, the voting of minority shareholders attending the meeting is as follows: 6784071 shares were agreed, accounting for 793481% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 1564103 shares, accounting for 182941% of the total number of valid voting shares held by minority shareholders attending the meeting; 201580 shares were abstained, accounting for 2.3577% of the total number of valid voting shares held by minority shareholders attending the meeting.
Proposal 6 proposal on the special report on the deposit and use of raised funds in 2021, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders; Proposal 7 proposal on using self owned idle funds to purchase financial products, which is an ordinary resolution and passed by more than half of the effective voting rights held by shareholders attending the general meeting of shareholders;
Proposal 8 proposal on the company’s application for credit line from the bank and providing guarantee to subsidiaries in 2022, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders;
Proposal 9 proposal on 2022 annual daily forecast report of related party transactions, which is an ordinary resolution, has been passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders have avoided voting;
Proposal 10 proposal on the 2022 annual allowance and remuneration scheme of directors and supervisors, which is an ordinary resolution, has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders have avoided voting;
Proposal 11 proposal on self-evaluation report of internal control in 2021, which is an ordinary resolution and passed by more than half of the effective voting rights held by shareholders attending the general meeting of shareholders;
Proposal 12 proposal on reappointment of the audit institution in 2022, which is an ordinary resolution and passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders;
Proposal 13 proposal on providing financial assistance to franchisees, which is an ordinary resolution and passed by more than half of the effective voting rights held by shareholders attending the general meeting of shareholders;.
After verification, the exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and valid.
The original of this legal opinion is made in triplicate, two of which are submitted by the exchange to the company and one is kept by the exchange for filing. (there is no text on this page, which is the signature page of legal opinion of Beijing Jingtian Gongcheng law firm on Maiquer Group Co.Ltd(002719) 2021 annual general meeting of shareholders)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
Fan Ruilin
Handling lawyer (signature):
Gu Kan
May 18, 2002
