Beijing Xinli law firm
About Beijing Yanjing Brewery Co.Ltd(000729)
Of the annual general meeting of shareholders in 2021
Legal opinion
To Beijing Yanjing Brewery Co.Ltd(000729) :
In accordance with the requirements of the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders) and other laws, regulations and regulatory documents of the CSRC, Beijing Xinli law firm (hereinafter referred to as the “exchange”) has accepted the entrustment of Beijing Yanjing Brewery Co.Ltd(000729) (hereinafter referred to as the “company”) to appoint Xie Simin Lawyer Yang Zhonghua attended the 2021 annual general meeting of shareholders of the company by video and issued this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s general meeting of shareholders, consulted the documents that our lawyers considered necessary to issue legal opinions, and conducted necessary verification and verification on relevant issues.
Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 163 of the securities law and Article 5 of the rules for the general meeting of shareholders of listed companies, our lawyers checked and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and attended the 2021 annual general meeting of shareholders of the company by video. The legal opinions are as follows: I. procedures for convening and convening this general meeting of shareholders
Upon the inspection of our lawyers, the general meeting of shareholders of the company was proposed and convened by the board of directors of the company. The notice of convening this shareholders’ meeting was announced in China Securities Journal, securities times and cninfo online on April 28, 2022. The topics proposed for consideration at this shareholders’ meeting are:
(I) review the report of the board of directors in 2021
(II) review the report of the board of supervisors in 2021
(III) review the financial final accounts report of 2021 and the financial budget report of 2022
(IV) review the 2021 annual report and the 2021 annual report summary
(V) review the profit distribution plan for 2021
(VI) review the proposal on determining the remuneration for the audit of 2021 financial report and renewing the appointment of 2022 financial report audit institution
(VII) review the proposal on determining the remuneration of internal control audit in 2021 and renewing the appointment of internal control audit institutions in 2022
(VIII) review the proposal on adjusting the number of members of the board of directors
(IX) proposal on the election of non independent directors of the company
(x) deliberating the proposal on electing Mr. Liu Jingwei as an independent director of the company
（11） Deliberating the proposal on electing Ms. Qiao naiqing as the supervisor of the company
（12） Deliberating the proposal on Amending the articles of Association
（13） Deliberating the proposal on Amending the rules of procedure of the general meeting of shareholders
（14） Deliberating the proposal on Amending the rules of procedure of the board of directors
（15） Deliberating the proposal on Amending the rules of procedure of the board of supervisors
（16） Deliberating the proposal on Amending the decision-making system of connected transactions
（17） Proposal on Revision of external guarantee management system
（18） Deliberating the proposal on Amending the cash dividend management system
（19） Deliberating the proposal on Amending the working system of independent directors
（20） Deliberating the proposal on Amending the major investment management system
（21） Deliberating the proposal on Amending the raised funds management system
After examination, the above proposals comply with the relevant provisions of the rules of the general meeting of shareholders, have been listed in the notice and announcement of the general meeting of shareholders, and the contents of the proposals have been fully disclosed. The shareholders’ meeting did not vote on matters not listed in the meeting notice. The general meeting of shareholders shall be held in accordance with the time and place of the announcement, the way of attending the meeting and the convening procedures specified in the articles of association. 2、 Qualifications of conveners and attendees of the general meeting of shareholders
According to the company law, the securities law, the articles of association and the notice of this shareholders’ meeting, the convener of this shareholders’ meeting is the board of directors of the company; The persons attending the general meeting of shareholders shall be:
1. As of the afternoon closing of May 12, 2022, the registered shareholders of the company or their entrusted agents in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd; And registered by on-site registration, letter or fax before the deadline.
2. Directors, supervisors and senior managers of the company, and lawyers employed by the company.
3. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
After the convener of the meeting, the board of directors of the company and the lawyers of the exchange checked the attendance certificates according to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, as of 14:30 p.m. on May 18, 2022, there were 4 shareholders and shareholder agents attending the on-site shareholders’ meeting, holding 1670455665 shares, accounting for 59.27% of the total shares of the company, The qualification of shareholders and their agents meets the provisions of the company law, the securities law and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
The convener of this general meeting of shareholders is the board of directors of the company, and its qualification is legal and valid. 3、 Shareholders attending the shareholders’ meeting did not put forward new proposals. IV. voting procedures of the shareholders’ meeting
According to the inspection, the general meeting of shareholders will vote in a combination of on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association. Voting was conducted on each proposal item by item by means of open ballot, and the votes were monitored and counted by two shareholder representatives, one supervisor representative and our lawyer. At the same time, the results of voting by online voting were confirmed and announced on the spot. The shareholders and their proxies present at the meeting raised no objection to the voting results. Items 1 to 11 and items 16 to 21 of the general meeting of shareholders are adopted by more than half of the voting rights held by the shareholders attending the meeting; The proposals in items 12 to 15 shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting. See the announcement of the resolution of the general meeting of shareholders for the voting results. 5、 Concluding observations
To sum up: our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of Association; The qualifications of conveners and attendees are legal and valid; The voting procedures comply with the provisions of laws, regulations and the articles of Association; The relevant resolutions adopted at this shareholders’ meeting are legal and effective.
This legal opinion is issued on May 18, 2002.
This legal opinion is made in triplicate.
Beijing Xinli law firm
person in charge
Xie Simin
Handling lawyer
Xie Simin
Zhong Hua Yang
