Beijing Yingke (Xiamen) law firm
About Xiamen Anne Co.Ltd(002235)
Of the 2021 annual general meeting
Legal opinion
May 19, 2002
Beijing Yingke (Xiamen) law firm
Floors 18-19 and 25, Xiamen first Plaza, No. 2 Lujiang Road, Xiamen, Fujian
Tel: 05922936688 Fax: 05922525625 zip code: 361000
Beijing Yingke (Xiamen) law firm
About Xiamen Anne Co.Ltd(002235)
Of the 2021 annual general meeting
Legal opinion
To: Xiamen Anne Co.Ltd(002235)
Entrusted by Xiamen Anne Co.Ltd(002235) (hereinafter referred to as “the company”), Beijing Yingke (Xiamen) law firm (hereinafter referred to as “the firm”) appointed lawyers Zheng Yanting and Chen Weijian (hereinafter referred to as “the firm’s lawyer”) to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”), to witness and give legal opinions on the general meeting of shareholders.
This legal opinion is 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and other relevant laws, regulations and normative documents, And the Xiamen Anne Co.Ltd(002235) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders 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.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its undertaking lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities. The legal opinions are as follows:
1、 Convening procedures of this general meeting of shareholders
The company held the 20th meeting of the 5th board of directors on April 27, 2022 and decided to hold the 2021 annual general meeting of shareholders at 14:30 on Thursday, May 19, 2022. On April 28, 2022, the board of directors of the company made an announcement on cninfo.com.cn The notice of Xiamen Anne Co.Ltd(002235) on convening the 2021 annual general meeting of shareholders is published in the securities times, China Securities News, Shanghai Securities News and Securities Daily, which specifies the convener, time, method, place, attendees, proposals to be considered, registration procedures and other matters needing attention.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules for the listing of shares, the rules for the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Convening of this general meeting of shareholders
The shareholders’ meeting is held by combining on-site voting and online voting. The on-site meeting is held at 14:30 on May 19, 2022. The meeting place is the first conference room of the company at No. 99, Xinglin Jinyuan South Road, Jimei District, Xiamen. The actual time and place of the meeting are the same as those announced in the meeting notice. The general meeting of shareholders is presided over by Mr. Zhang Jie, chairman of the company.
The time of online voting is from May 19, 2022 to May 19, 2022. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 19, 2022;
The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 19, 2022.
After verification, our lawyers believe that the procedures for convening this general meeting of shareholders of the company comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Qualifications of the persons attending the general meeting of shareholders and the convener of the meeting
(I) shareholders and their proxies attending the general meeting of shareholders
1. General information of shareholders attending the meeting
A total of [9] shareholders and shareholder representatives attended the shareholders’ meeting, representing [121217577] shares with voting rights, accounting for [209150]% of the total voting shares of the company.
2. Details of shareholders attending the meeting
(1) Shareholders and their agents attending the on-site meeting
A total of [2] shareholders and agents entrusted by shareholders attended the on-site meeting of the general meeting of shareholders, representing [121163177] shares with voting rights, accounting for [209056]% of the total voting shares of the company.
(2) Shareholders participating in the online voting of the general meeting of shareholders
Within the effective time of online voting, a total of [7] shareholders voted directly through the online voting system, representing [54400] voting shares, accounting for [0.0094]% of the total voting shares of the company.
(3) Attendance of small and medium-sized investors
The shareholders and supervisors who hold more than [540.7% of the total shares of the company] and the representatives of the company’s [minority shareholders] and [senior managers] have the right to vote, accounting for more than [540.7% of the total shares of the company].
The subject qualification of shareholders and their agents attending the on-site meeting of the general meeting of shareholders is legal and effective. The qualification of shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors and senior managers of the company and the lawyers of Beijing Yingke (Xiamen) law firm also attended the general meeting of shareholders, all of whom are legally qualified to attend the general meeting of shareholders.
(III) qualification of convener of this general meeting of shareholders
It is verified that the convener of this shareholders’ meeting is the board of directors of the company and has the legal qualification to convene this shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
The lawyer of the firm verified and confirmed that the proposal listed in the meeting notice was deliberated at the general meeting of shareholders of the company. The vote scrutineers elected in this shareholders’ meeting and the lawyers of this firm will scrutinize and count the votes, and announce the voting results on the spot. The deliberation results of the proposal are as follows:
1. The work report of the board of directors in Xiamen Anne Co.Ltd(002235) 2021 was reviewed and adopted
The voting result is that [121194477] shares are approved, accounting for [999809] of the total voting shares held by shareholders attending the meeting (including online voting); Against [23100] shares, accounting for [0.0191] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of the listed company have [31300] consent votes, accounting for [575368] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [23100] shares, accounting for [424632]% of the voting rights held by small and medium-sized investors attending the meeting; Abstention [0] shares, accounting for [0]% of the voting rights held by small and medium-sized investors attending the meeting.
2. Deliberated and adopted the work report of the board of supervisors for Xiamen Anne Co.Ltd(002235) 2021
The voting result is that [121194477] shares are approved, accounting for [999809] of the total voting shares held by shareholders attending the meeting (including online voting); Against [23100] shares, accounting for [0.0191] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [31300] consent votes, accounting for [575368] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [23100] shares, accounting for [424632%]% of the voting rights held by small and medium-sized investors attending the meeting; Abstention [0] shares, accounting for [0]% of the voting rights held by small and medium-sized investors attending the meeting.
3. Deliberated and adopted the financial final accounts report of Xiamen Anne Co.Ltd(002235) 2021
The voting result is that [121193077] shares are approved, accounting for [999798] of the total voting shares held by shareholders attending the meeting (including online voting); Against [24500] shares, accounting for [0.0202] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [29900] consent votes, accounting for [549632] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [24500] shares, accounting for [450368]% of the voting rights held by small and medium-sized investors attending the meeting; [small and medium-sized shares] held by investors account for [0% of the voting rights].
4. The profit distribution plan for Xiamen Anne Co.Ltd(002235) 2021 was reviewed and approved
The voting result is that [121192077] shares are approved, accounting for [999790] of the total voting shares held by shareholders attending the meeting (including online voting); Against [25500] shares, accounting for [0.0210] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [28900] consent votes, accounting for [531250] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [25500] shares, accounting for [468750] of the voting rights held by small and medium-sized investors attending the meeting; Abstention [0] shares, accounting for [0]% of the voting rights held by small and medium-sized investors attending the meeting.
5. The full text and summary of Xiamen Anne Co.Ltd(002235) 2021 annual report were reviewed and adopted
The voting result is that [121194477] shares are approved, accounting for [999809] of the total voting shares held by shareholders attending the meeting (including online voting); Against [23100] shares, accounting for [0.0191] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [31300] consent votes, accounting for [575368] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [23100] shares, accounting for [424632]% of the voting rights held by small and medium-sized investors attending the meeting; Abstention [0] shares, accounting for [0]% of the voting rights held by small and medium-sized investors attending the meeting.
6. The proposal on formulating the company’s shareholder return plan for the next three years (20222024) was deliberated and adopted
The voting result is that [121194477] shares are approved, accounting for [999809] of the total voting shares held by shareholders attending the meeting (including online voting); Against [23100] shares, accounting for [0.0191] of the total voting shares held by shareholders attending the meeting (including online voting); Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, small and medium-sized investors who individually or jointly hold less than 5% of the shares of listed companies have [31300] consent votes, accounting for [575368] of the voting rights held by small and medium-sized investors attending the meeting; Negative votes [23100] shares, accounting for [424632]% of the voting rights held by small and medium-sized investors attending the meeting; Abstention [0] shares, accounting for [0]% of the voting rights held by small and medium-sized investors attending the meeting.
According to the voting results, the proposal of the general meeting of shareholders was passed.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The qualifications of the convener of the general meeting of shareholders, the shareholders and their agents attending the general meeting of shareholders, and other personnel attending the meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in quintuplicate, which takes effect after being sealed by the office and signed by the undertaking lawyer.
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