Beijing Jiayuan law firm
About Midea Group Co.Ltd(000333)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
To: Midea Group Co.Ltd(000333)
Beijing Jiayuan law firm
About Midea Group Co.Ltd(000333)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jiayuan (2022) – 04-026 Dear Sirs:
Entrusted by Midea Group Co.Ltd(000333) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and carried out necessary verification work. Now, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The relevant provisions of the rules of the general meeting of shareholders of listed companies, the Midea Group Co.Ltd(000333) (hereinafter referred to as the “articles of association”) and the rules of procedure of the general meeting of shareholders give legal opinions on the convening and convening procedures, the qualifications of participants, voting procedures and other matters of the general meeting of shareholders, as follows:
1、 Convening and convening procedures of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On December 27, 2021, the board of directors of the company published the notice on convening the first extraordinary general meeting of shareholders in 2022, the announcement on the resolution of the third meeting of the Fourth Board of directors and other relevant announcements on the information disclosure media designated by the company, announcing the time, place, meeting method and deliberation matters of the general meeting of shareholders. On December 30, 2021, the board of directors of the company published the announcement on postponing the first extraordinary general meeting in 2022, the announcement on the resolution of the fourth meeting of the Fourth Board of directors, the notice on the first extraordinary general meeting in 2022 (after extension) and other relevant announcements on the information disclosure media designated by the company. Due to the work arrangement of the company, The general meeting of shareholders was postponed to January 14, 2022. Except for the adjustment of on-site meeting time and online voting time, other matters remained unchanged.
2. The general meeting of shareholders was held by combining on-site voting and online voting.
3. The on-site meeting place of the shareholders’ meeting is conference room c407, Midea headquarters building, No. 6, Midea Avenue, Shunde District, Foshan City, Guangdong Province.
4. The time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on January 14, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is any time from 9:15 a.m. to 15:00 p.m. on January 14, 2022.
5. On January 14, 2022, the general meeting of shareholders was held as scheduled according to the above notice, and the on-site meeting was presided over by Mr. Wang Jianguo, director of the company.
Upon the inspection of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
According to the registration data, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the meeting and the data provided by Shenzhen Securities Information Co., Ltd., there were 713 shareholders, shareholder representatives and shareholders voting through the Internet, representing 4057290303 shares, Accounting for 59.0587% of the total voting shares of the company (as of the equity registration date, the total share capital of the company is 6986751744 shares, of which the number of shares remaining in the company’s special repurchase account is 116828832 shares, and the repurchased shares do not enjoy voting rights, so the total share capital with voting rights at this shareholders’ meeting is 6869922912 shares).
2. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the shareholders’ meeting are some directors, supervisors, senior managers of the company and lawyers of the exchange.
Our lawyers believe that the above-mentioned persons are qualified to attend the general meeting of shareholders according to law.
3、 Proposals considered at the general meeting of shareholders
After verification, there was no other increase or modification of the notified proposal at the shareholders’ meeting; The proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders.
4、 Voting procedures of the general meeting of shareholders
1. The shareholders’ meeting deliberated the proposals listed in the meeting notice, and the meeting adopted on-site voting
Voting shall be conducted by means of a combination of voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders shall be registered
The matters listed in the meeting notice were voted one by one by voting, and the shareholders voting through the Internet passed
The trading system and Internet voting system of Shenzhen Stock Exchange voted.
2. After the on-site voting of the meeting, two shareholders, one supervisor and lawyers of the exchange shall participate
And counting the votes of shareholders attending the on-site meeting.
3. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided this information to the company
Voting statistics of online voting.
4. According to relevant rules, the voting results of on-site voting and online voting shall be combined and counted, and the discussion shall be discussed at the meeting
The motion was passed legally. The specific voting conditions are as follows:
I agree against the waiver
Title and category of proposal No
Number of shares proportion of shares proportion of shares
Discussion on the overall restriction of 4055038900 in 2018 99.9445% 2251403 0.0555% – 0.0000% programmatic stock incentive plan department
1 point incentive share repurchase note: small and medium-sized investment
Proposal funded by sales 1736960052 99.8706% 2251403 0.1294% – 0.0000%
Discussion on the overall restriction on 2019 4055038900 99.9445% 2251403 0.0555% – 0.0000% programmatic stock incentive plan department
2 points incentive share repurchase note small and medium-sized investment
Proposal funded by sales 1736960052 99.8706% 2251403 0.1294% – 0.0000%
Discussion on the overall restrictions on 2020 4055039200 99.9445% 2251103 0.0555% – 0.0000% programmatic stock incentive plan department
3-point incentive share repurchase note: small and medium-sized investment
Proposal funded by sales 1736960352 99.8706% 2251103 0.1294% – 0.0000%
Discussion on the overall restrictions on 2021 4055039200 99.9445% 2251103 0.0555% – 0.0000% programmatic stock incentive plan department
4 points incentive share repurchase note small and medium-sized investment
Proposal funded by sales 1736960352 99.8706% 2251103 0.1294% – 0.0000%
Discussion on the overall 4033670050 99.4178% 23617753 0.5821% 2500 0.0001% of overseas wholly-owned subsidiaries the case division plans to issue overseas bonds
5. The company shall provide guarantee for small and medium-sized investment
Proposal funded by 1715591202 98.6419% 23617753 1.3580% 2500 0.0001%
I agree against the waiver
Title and category of proposal No
Number of shares proportion of shares proportion of shares
General meeting of shareholders
The board of directors was authorized and the board of directors 4057243396 99.9988% 44407 0.0011% 2500 0.0001% Committee of the board of directors was transferred to authorize the management and case management to handle the small and medium-sized investment of this issuance
6 matters related to overseas bonds 1739164548 99.9973% 44407 0.0026% 2500 0.0001% proposal by investors
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders are legal and attend the meeting
The qualification of the personnel is legal and valid, the voting procedures comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are satisfactory
Legal and valid.
The bourse agrees that this legal opinion shall be submitted together with other information disclosure materials of the company’s general meeting of shareholders; and
The announcement shall not be used for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Chang Yuequan
He Yang
specific date
