Beijing Zhonglun (Guangzhou) law firm on Qiaoyin City Management Co.Ltd(002973)
Of the 2021 annual general meeting
Legal opinion
May, 2002
23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 28261688 Fax: (8620) 28261666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Qiaoyin City Management Co.Ltd(002973)
Of the 2021 annual general meeting
Legal opinion
To: Qiaoyin City Management Co.Ltd(002973)
Entrusted by Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”), Beijing Zhonglun (Guangzhou) law firm appointed lawyer Jin Tao and lawyer Zhou haozhen (hereinafter referred to as “the lawyer”) to attend the 2021 annual general meeting of shareholders held by the company (hereinafter referred to as “the general meeting of shareholders”) and witness the general meeting of shareholders of the company. 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”) and other relevant laws and regulations, and in combination with the relevant provisions of the Qiaoyin City Management Co.Ltd(002973) articles of Association (hereinafter referred to as the “articles of association”) and the rules for the general meeting of shareholders of listed companies, the lawyers of the firm have conducted a thorough investigation on the convening and convening procedures, attendees The qualification of the convener, the voting procedures of the general meeting of shareholders, the voting results and other matters have been verified and witnessed, and this legal opinion is issued based on the understanding of the facts and the law.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees and conveners, the voting procedures and voting results of the meeting comply with the company law, the rules for general meetings of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The original and copies of this letter and the materials provided by the lawyer are consistent with the original and copies required by the law, and the lawyer has provided the following materials and certificates, which are true and consistent with the original and copies required by the law.
The law shall bear corresponding legal liabilities for the legal opinions issued. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the convening and convening procedures
(I) convening of the general meeting of shareholders
On April 25, 2022, the company held the 43rd meeting of the second board of directors, deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and agreed that the board of directors of the company should convene this general meeting of shareholders. On April 27, 2022, the company issued the notice of Qiaoyin City Management Co.Ltd(002973) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) and posted it on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day The meeting notice was issued.
The notice of the meeting lists the convener, time and place of the shareholders’ meeting, matters to be considered, method of holding, participants, contact information and registration matters of the meeting, and the proposals to be considered at the shareholders’ meeting have been fully disclosed in accordance with the law.
(II) convening of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on May 18, 2022 in the company conference room on the 10th floor of Offcn Education Technology Co.Ltd(002607) building, No. 371 Wushan Road, Tianhe District, Guangzhou.
The general meeting of shareholders passed the online voting system platform of the general meeting of shareholders of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Online voting is provided to all shareholders. Among them, the online voting time through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 18, 2022; The specific time of voting through the Internet voting system platform of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022.
Accordingly, the time, place and method of the shareholders’ meeting are consistent with the relevant contents of the notice of the shareholders’ meeting.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders of the company is legal and effective, and the convening and convening procedures comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association. 2、 Qualifications of attendees of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the verification of our lawyers, there are 7 shareholders and shareholders’ agents attending the shareholders’ meeting, all of whom are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date or their legally authorized agents, holding 302196403 voting shares of the company, accounting for 739475% of the total voting shares of the company. Of which:
1. Shareholders and their agents attending the on-site meeting
After verification, there are 5 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, all of whom are registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the closing of the afternoon of May 13, 2022. These shareholders hold 302196103 voting shares of the company, accounting for 739474% of the total voting shares of the company.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the provider of the online voting system, there are 2 shareholders who effectively vote through the online voting system, holding 300 voting shares of the company, accounting for 0.0001% of the total voting shares of the company.
The identity of the aforesaid shareholders who vote through the online voting system shall be verified by Shenzhen Securities Information Co., Ltd.
3. Minority shareholders attending the meeting
A total of 3 minority shareholders participated in the meeting through on-site and online, representing 7425 voting shares, accounting for 0.0018% of the total voting shares of the company. (Note: minority shareholders refer to other shareholders of the company other than the actual controller and shareholders controlled by the actual controller, directors, supervisors, senior managers of the company and shareholders holding more than 5% of the shares of the company alone or jointly.)
(II) other personnel attending the meeting
In addition to shareholders and shareholders’ agents, some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers, media representatives and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates.
Our lawyers believe that the qualifications of the attendants of the company’s general meeting of shareholders are legal and effective, and comply with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the notice of the shareholders’ meeting item by item, and voted in the way of combining on-site voting and online voting, but did not shelve or refuse to vote for any reason. The on-site voting of the matters considered at the general meeting of shareholders was counted and monitored in accordance with the provisions of the articles of association. The online voting results of this shareholders’ meeting shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd. After the voting, the company consolidated the voting results of on-site voting and online voting, made separate statistics on the voting of small and medium-sized investors, and published the above statistical results on the spot. The following proposals were considered at the shareholders’ meeting, which were consistent with the resolutions of the board of directors, the board of supervisors and the announcement of the meeting. There were no new proposals. The review results are as follows:
1. Deliberated and adopted the proposal on the 2021 annual report and its summary
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
3. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
4. Deliberated and adopted the proposal on the financial statement report of 2021
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
5. Deliberated and passed the proposal on profit distribution plan for 2021
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; 200 opposition shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
6. The proposal on the remuneration scheme of directors in 2022 was deliberated and adopted
(1) Reviewed and approved the company’s 2022 annual remuneration plan for independent directors
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
(2) The company’s 2022 remuneration plan for non independent directors was reviewed and approved
Related shareholders Guo Beihua, Liu Shaoyun, Zhuhai Hengqin Longxin enterprise management center (limited partnership) and Han Dan avoided voting.
Voting results: 7225 shares were approved, accounting for 973064% of the total voting shares attending the meeting; 200 opposition shares, accounting for 2.6936% of the total voting shares attending the meeting; Abstain 0 shares.
Among them, the voting results of minority shareholders: 7225 shares were agreed, accounting for 973064% of the shares held by minority shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares. 7. Deliberated and passed the proposal on the remuneration scheme of supervisors in 2022
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for 973064% of the shares held by small and medium-sized shareholders attending the meeting; Against 200 shares, accounting for 2.6936% of the shares held by minority shareholders attending the meeting; Abstain 0 shares.
8. The proposal on the prediction of external guarantee amount in 2022 was deliberated and adopted
Voting results: 302196203 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 200 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares.
Among them, the voting results of small and medium-sized investors: 7225 shares were agreed, accounting for the minority shareholders attending the meeting
