23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 28261688 Fax: (8620) 28261666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Cedar Development Co.Ltd(002485)
Legal opinion of 2021 annual general meeting of shareholders
To: Cedar Development Co.Ltd(002485)
Entrusted by Cedar Development Co.Ltd(002485) (hereinafter referred to as “the company”), Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as “the firm”) appointed lawyer Shaofang and lawyer Zhou haozhen (hereinafter referred to as “the firm’s lawyer”) to witness the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) held by the company. In accordance with 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 and other laws and regulations, as well as the articles of association and the rules of procedure of the general meeting of shareholders of the company, our lawyers issue this legal opinion on the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees and conveners, the voting procedures and voting results of the meeting comply with the company law, the rules for the general meeting of shareholders of listed companies 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.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue legal opinions as follows: I. convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. After verification, the shareholders’ meeting was convened by the 5th board of directors of the company. In order to convene this shareholders’ meeting, The company held the 15th meeting of the 5th board of directors on April 28, 2022, deliberated and approved the work report of the board of directors in 2021, the annual report and its summary in 2021, the final financial statement report in 2021, the profit distribution plan in 2021, the proposal on applying for the total amount of financing and guarantee in 2022, the proposal on the prediction of daily connected transactions in 2022 and the proposal on the remuneration of directors and supervisors of the company Proposal on continuing to rent / sell shops and proposal on the company’s shareholder return plan for the next three years (20222024), and submit the above proposal to the general meeting of shareholders for deliberation; The company held the 6th meeting of the 5th board of supervisors on April 28, 2022, deliberated and adopted the work report of the board of supervisors in 2021, and submitted the above proposal to the general meeting of shareholders for deliberation.
2. On April 30, 2022, the board of directors of the company published the notice of convening the shareholders’ meeting on cninfo.com. According to the above announcement, the shareholders’ meeting adopts the combination of on-site voting and online voting. The meeting notice specifies the time of the on-site meeting, the time of online voting, the place of the on-site meeting, the convener of the meeting, the method of the meeting, the date of equity registration, the participants, the matters to be discussed, the registration method of the on-site meeting, the identity authentication of shareholders participating in online voting and the voting procedures.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:30 on May 20, 2022 in the conference room of cedar center, 2511 Chuang Chuang Avenue, Huangpu District, Guangzhou, Guangdong Province. The general meeting of shareholders was presided over by Mr. Fan Jiayu, chairman of the company. The specific time for online voting of the general meeting of shareholders through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022. The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on May 20, 2022, The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
After verification, the actual time, place and content of the shareholders’ meeting are consistent with those of the announcement. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting of the general meeting of shareholders
A total of 4 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, holding 377654976 shares of the company, accounting for 694219% of the total shares of the company. Our lawyer has verified the identity certificate, shareholder qualification certificate and power of attorney of the above shareholders or shareholder agents.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at this shareholders’ meeting is 6, representing 29806745 shares, accounting for 5.4792% of the total shares of the company. The qualification of shareholders participating in voting through the network system has been certified by the trading system of Shenzhen Stock Exchange. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
3. Other personnel
In addition to the above shareholders of the company, some directors, supervisors and Secretary of the board of directors of the company attended the meeting through on-site or remote video, some senior managers of the company attended the meeting through remote video, and lawyers of the firm attended the meeting through on-site and video.
(II) the general meeting of shareholders is convened by the board of directors of the company
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
The general meeting of shareholders was convened by the board of directors, which complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Proposal of this shareholders’ meeting
The proposals deliberated at this general meeting are the work report of the board of directors in 2021, the work report of the board of supervisors in 2021, the annual report and its summary in 2021, the final financial statement report in 2021, the profit distribution plan in 2021, the proposal on the total amount of financing and guarantee applied in 2022, the proposal on the prediction of daily connected transactions in 2022, and the proposal on the remuneration of directors and supervisors of the company Proposal on continuing to rent / sell shops and proposal on the company’s shareholder return planning for the next three years (20222024). The specific contents of the above proposal have been announced by the company’s board of directors on cninfo.com.
Upon inspection, the matters discussed at this shareholders’ meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of this general meeting of shareholders
The on-site meeting of the shareholders’ meeting deliberated and voted on the proposals listed in the meeting announcement by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and announced the voting results on the spot. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. Accordingly, after the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
According to the voting results and the verification of our lawyers, the deliberation of the proposals of the general meeting of shareholders is as follows:
(I) work report of the board of directors in 2021
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(II) work report of the board of supervisors in 2021
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(III) 2021 annual report and its summary
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(IV) financial statement report of 2021
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(V) profit distribution plan for 2021
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(VI) proposal on applying for total financing and guarantee in 2022
Voting results: 407326991 shares were approved, accounting for 999669% of the shares held by all shareholders attending the meeting; Against 134730 shares, accounting for 0.0331% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority shareholders: 29769495 shares were agreed, accounting for 995495% of the shares held by minority shareholders attending the meeting; Against 134730 shares, accounting for 0.4505% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(VII) proposal on the prediction of daily connected transactions in 2022
Related shareholders Guangzhou cedar Cultural Tourism Investment Co., Ltd. and Guangzhou Junkai Investment Co., Ltd. avoided voting.
Voting results: 29769495 shares were approved, accounting for 995495% of the valid voting shares held by all shareholders attending the meeting; 134730 opposed shares, accounting for 0.4505% of the valid voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, medium
