Beijing Wanshang tianqin law firm
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Aoyuan Beauty Valley Technology Co.Ltd(000615)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
100124, 12 / F, tower T1, South Tower, jiazhaoye Plaza, No. 86 Jianguo Road, Chaoyang District, Beijing Tel: + 86 10 82255588 www.vtlaw.com cn. Beijing Shenzhen Shanghai Chengdu Wuhan Xi'an Changsha Hangzhou Haikou Nanjing Wanshang tianqin law firm
About Aoyuan Beauty Valley Technology Co.Ltd(000615)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Aoyuan Beauty Valley Technology Co.Ltd(000615)
In accordance with 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") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") of China Securities Regulatory Commission Regulations and normative documents, as well as the provisions of the articles of association of Aoyuan Beauty Valley Technology Co.Ltd(000615) Technology Co., Ltd. (hereinafter referred to as the "articles of association") and the rules of procedure for the general meeting of shareholders of Aoyuan Beauty Valley Technology Co.Ltd(000615) Technology Co., Ltd. (hereinafter referred to as the "rules of procedure for the general meeting of shareholders"), Beijing Wanshang tianqin law firm (hereinafter referred to as "the firm") accepts the entrustment of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as "the company"), due to the impact of covid-19 epidemic, Lawyers were appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held in the conference room of Aoyuan group building, No. 48, Wanhui 1st Road, Panyu District, Guangzhou City, Guangdong Province on January 14, 2022 by video and give legal opinions.
The lawyer of the exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and
The law shall bear corresponding responsibilities for this legal opinion.
In accordance with the requirements of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm verified and verified the relevant documents provided by the company and the relevant matters of the general meeting of shareholders, and attended the general meeting of shareholders of the company. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The company held the 25th meeting of the 10th board of directors on December 29, 2021, which was deliberated and adopted
The proposal on requesting the company to hold the first extraordinary general meeting of shareholders in 2022 was. Members of Wanshang tianqin alliance. For more details, please visit alliance vtlaw. cn.
Madrid, Manchester, Colin, Sydney, Chicago, Oakland, Florence, Toronto
2. On December 30, 2021, the company issued the notice on information disclosure on the website designated by the CSRC
The notice on convening the first extraordinary general meeting of shareholders in 2022 has notified all shareholders in the form of announcement on the time, place, method, matters to be considered at the meeting, participants, registration matters, procedures for shareholders to participate in online voting, contact number and contact person of the company.
After examination, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the securities law, the rules of shareholders' meeting and other laws, regulations, normative documents and the articles of association.
(II) convening of the general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting, including: 1 The on-site meeting of the general meeting of shareholders was held in Guangzhou at 14:50 p.m. on Friday, January 14, 2022
The meeting was held in the conference room of Aoyuan group building, No. 48, Wanhui 1st Road, Panyu District, Guangzhou, East Province. The on-site meeting of the general meeting of shareholders was presided over by Hu ran, chairman of the company, and all the agenda of the meeting was completed.
2. In addition to the on-site meeting, the company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 14, 2022;
The specific time for voting through the Internet voting system of Shenzhen stock exchange is the morning of January 14, 2022
9: Any time between 15:00 and 15:00 p.m.
Upon examination, our lawyers believe that the convening of the general meeting of shareholders is in accordance with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders and convener of the meeting
(I) qualification of personnel attending the general meeting of shareholders
1. Personnel attending the on-site meeting of the general meeting of shareholders
(1) Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders and the attendance certificates of shareholders attending the on-site meeting of the general meeting of shareholders, and confirmed the shareholders attending the on-site meeting of the general meeting of shareholders
And shareholder representatives (or agents) totaling [5], holding [230578317] shares of the company, accounting for [30.2208] of the total voting shares of the listed company;
(2) Some directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders;
(3) Some senior managers of the company and the witness lawyers of the exchange attended the shareholders' meeting as nonvoting delegates.
2. People participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd. and verified and confirmed by the company, the meeting passed the website
There are [19] shareholders who effectively vote through the online voting system, holding [229300] shares of the company, accounting for [0.0301]% of the total voting shares of the listed company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
After verification, there are [24] shareholders (or shareholders' agents) participating in the general meeting of shareholders, holding
The number of shares of the company is [230807617], accounting for% of the total voting shares of the listed company
[ 30.2508 ]%。
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
(II) qualification of the convener of the general meeting of shareholders
The convener of this shareholders' meeting is the board of directors of the company. The qualification of the convener of the meeting meets the provisions of the company law, securities law, rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of association and rules of procedure of shareholders' meeting. The proposals submitted by the board of directors to the shareholders' meeting for deliberation comply with the relevant provisions of the rules of shareholders' meeting and have been announced and listed. The notice and announcement date of the meeting shall be no less than 15 days from the convening date of the general meeting of shareholders, which shall comply with relevant laws, regulations, normative documents and the articles of association. 3、 Proposals, voting procedures and voting results of the general meeting of shareholders
(I) proposal of the general meeting of shareholders
According to the notice of the general meeting of shareholders, the proposals submitted by the board of directors to the general meeting of shareholders for deliberation are:
1. Proposal on by election of directors of the company
1.01 elect Mr. Jiang Nan as a non independent director of the 10th board of directors of the company
1.02 elect Mr. Lin bin as a non independent director of the 10th board of directors of the company
2. Proposal on by election of independent directors of the company
The lawyers of the firm believe that 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, are consistent with the deliberation matters listed in the notice of convening the general meeting of shareholders, and comply with the provisions of the company law, securities law, rules for general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) voting procedures of the general meeting of shareholders
Witnessed by our lawyers, this general meeting of shareholders adopts a combination of on-site voting and online voting. The statistical results of online voting are provided by Shenzhen Securities Information Co., Ltd.
(III) voting results of the general meeting of shareholders
All proposals listed in the notice of the general meeting of shareholders were considered item by item by means of on-site voting and online voting. These proposals and voting results are as follows:
1. Proposal on by election of directors of the company
The proposal is voted item by item by cumulative voting. The specific voting conditions and results are as follows:
1.01 elect Mr. Jiang Nan as a non independent director of the 10th board of directors of the company
Voting results: approved [230662635] shares, accounting for [99.9372]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: agreed to [836518] shares, accounting for
[85.2285]% of the total number of effective voting shares held by minority shareholders at the meeting
1.02 elect Mr. Lin bin as a non independent director of the 10th board of directors of the company
Voting results: approved [230661022] shares, accounting for [99.9365]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: they agreed to [834905] shares, accounting for
[85.0642]% of the total number of effective voting shares held by minority shareholders at the meeting.
2. Proposal on by election of independent directors of the company
Voting results: approved [230663917] shares, accounting for [99.9377]% of the total number of valid voting shares held by all shareholders attending the meeting; [143700] opposed shares, accounting for [0.0623] of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from [0] shares, accounting for [0]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors attending the meeting: agreed to [837800] shares, accounting for
[85.3591]% of the total number of effective voting shares held by minority shareholders at the meeting; [143700] opposed shares, accounting for [14.6409]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained [0] shares, accounting for [0]% of the total number of valid voting shares held by minority shareholders attending the meeting.
According to the counting / monitoring results of the votes of the on-site meeting of the general meeting of shareholders by the representatives of shareholders, supervisors and lawyers of the exchange and the statistical results of the online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., the above proposals have been effectively adopted and comply with laws, regulations, normative documents and the articles of association The rules of procedure of the general meeting of shareholders require the number of valid votes for the above proposals to be passed.
After reasonable inspection, our lawyers believe that the voting procedures and voting methods of the general meeting of shareholders comply with relevant laws, regulations, normative documents and the articles of association. The voting results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in accordance with Chinese laws and regulations and the articles of association, and are legal and effective; There was no change or rejection of the proposal at the shareholders' meeting; The resolutions deliberated and adopted at this shareholders' meeting are legal and valid.
This legal opinion is made in triplicate.
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