Fujian Yuanda law firm about Xiamen Xindeco Ltd(000701)
Legal opinion of the general meeting of shareholders in 2001
To: Xiamen Xindeco Ltd(000701)
Fujian Yuanda law firm has accepted your entrustment to appoint lawyers Deng Zaiqiang and Yao Xinghui (hereinafter referred to as our lawyers) to attend your company's annual general meeting of shareholders in 2021 (hereinafter referred to as the general meeting of shareholders). In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the Securities 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 and regulations and the articles of association of your company, on whether the convening and convening procedures of the general meeting of shareholders comply with the laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company, whether the qualifications of the attendees and conveners are legal and effective, the voting procedures of the general meeting of shareholders Issue legal opinions on whether the voting results are legal and effective.
In accordance with the business standards and ethics recognized by the lawyer industry and in the spirit of diligence, our lawyers checked and verified the relevant materials provided by your company according to the pre prepared verification and verification plan before the shareholders' meeting, and recorded the verification and verification. On the basis of analyzing the relevant facts of the shareholders' meeting in accordance with the relevant national regulations, our lawyers issued the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
After verification and verification by our lawyers, the board of directors of your company published on China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on April 27, 2022 The time and place of the shareholders' meeting, the matters to be considered at the meeting, the methods of attending the meeting and the participants were announced at the meeting. The general meeting of shareholders was convened by the board of directors of your company and presided over by Mr. Li Zhihuang, chairman of your company. It was held in the conference room of your company at 14:50 on May 18, 2022. The time and place of the meeting were the same as that announced in the announcement.
Based on the above facts, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company.
2、 Qualifications of the convener of the general meeting
When attending the general meeting of shareholders, the shareholders and their agents present their ID cards, power of attorney of legal person shareholders, ID cards of agents and stock holding certificates. After verification by the Secretariat of the general meeting and the lawyers of the exchange, the names and stock holding amounts of the shareholders are consistent with those in the register of shareholders after the closing of the transaction on May 11, 2022.
The identity of your directors, supervisors, Secretary of the board of directors, the Secretariat of the general meeting and our lawyers who attended the general meeting of shareholders was verified.
Other senior managers of your company attended the shareholders' meeting as nonvoting delegates.
Based on the above facts, our lawyers believe that all the persons attending the general meeting of shareholders meet the legal conditions and are qualified to attend the general meeting of shareholders, and the qualification of the convener of the general meeting is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
In this shareholders' meeting, the matters to be considered in this shareholders' meeting listed in your company's announcement on April 27, 2022 were voted item by item by open ballot. Two shareholders' representatives, your supervisor Wang Liyuan and our lawyer counted the votes on the spot, supervisor Wang Liyuan acted as the vote supervisor, and Wang Liyuan announced the voting results on the spot. The shareholders present at the meeting (including shareholders' agents) have no objection to the voting results. The voting results are as follows:
1. Proposal on the work report of the board of directors of the company in 2001
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Except that the minority shareholders and supervisors hold more than 540000 shares in total, which account for more than 50.055% of the company's shares held by the minority shareholders and supervisors; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Proposal on the annual report and summary of the annual report of the company in 2001
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. Proposal on the work report of the board of supervisors of the company in 2001
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. Proposal on the company's final financial report for the year of 2002 and the budget for the year of 2002
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. Proposal on the company's profit distribution plan for the year of 2021
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
6. Proposal on the remuneration of directors in 2021;
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
7. Proposal on the company's reappointment of the audit institution in 2002 and requesting the general meeting of shareholders to authorize the management to determine its remuneration;
243628328 shares were approved, accounting for 998862% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1138% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 540000 shares were agreed, accounting for 660550% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 339450% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
8. Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
242566928 shares were approved, accounting for 998857% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1143% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 60000 shares were agreed, accounting for 177778% of the shares held by small and medium-sized shareholders attending the meeting; 277500 shares were opposed, accounting for 822222% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
9. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
242566928 shares were approved, accounting for 998857% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1143% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 60000 shares were agreed, accounting for 177778% of the shares held by small and medium-sized shareholders attending the meeting; Against 277500 shares, accounting for 822222% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
10. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive agreed to 242566928 shares, accounting for 998857% of the shares held by all shareholders attending the meeting; Against 277500 shares, accounting for 0.1143% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 60000 shares were agreed, accounting for 177778% of the shares held by small and medium-sized shareholders attending the meeting; 277500 shares were opposed, accounting for 822222% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4、 Concluding observations:
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
Fujian Yuanda law firm Deng Zaiqiang lawyer Yao Xinghui lawyer may 18, 2022
