Guangdong Junxin law firm
About Gem Co.Ltd(002340)
Legal opinion of 2021 annual general meeting
Entrusted by Gem Co.Ltd(002340) (hereinafter referred to as Gem Co.Ltd(002340) ), Guangdong Junxin law firm appointed lawyer Dai Yi and Lawyer Chen Xiaoxuan (hereinafter referred to as “the lawyer”) to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”) held by Gem Co.Ltd(002340) on May 20, 2022, and 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 Gem Co.Ltd(002340) the articles of Association issued legal opinions on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, voting procedures, voting results and other matters of the general meeting of shareholders.
In accordance with the requirements of Article 5 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 lawyer hereby gives the following legal opinions on the relevant matters of the general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
(I) Gem Co.Ltd(002340) the board of directors published the notice of Gem Co.Ltd(002340) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as “the notice of the general meeting of shareholders”) on the designated media on April 28, 2022, announcing the time and place of the general meeting of shareholders, the deliberation proposals of the meeting, the participants of the meeting, the registration measures of the meeting and other relevant matters within the legal period.
(II) the on-site meeting of the general meeting of shareholders was held on May 20, 2022 in the company meeting room on the 20th floor, block a, Rongchao Binhai building, haixiu Road, Bao’an District, Shenzhen. The general meeting of shareholders was presided over by Chairman Xu Kaihua and deliberated on the deliberation matters listed in the notice of general meeting of shareholders.
(III) the shareholders’ meeting has completed online voting within the time specified in the notice of shareholders’ meeting.
The lawyer believes that the convening procedures of the general meeting of shareholders are in accordance with the provisions of the shareholders law and the relevant rules of the company.
2、 The qualifications of the convener and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of Gem Co.Ltd(002340) company.
（2） A total of 115 shareholders (including shareholders’ proxies, the same below) participated in the on-site meeting and online voting of the general meeting of shareholders, representing 678741800 shares with voting rights, accounting for 141892% of the total number of Gem Co.Ltd(002340) shares. Of which:
1. A total of 15 shareholders attended the on-site meeting of the general meeting of shareholders, all of whom were Gem Co.Ltd(002340) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on the afternoon of May 13, 2022 and went through the registration procedures for attending the meeting. The number of voting shares represented by the above shareholders is 460202604, accounting for 9.6206% of the total number of Gem Co.Ltd(002340) shares.
2. According to the statistical results of online voting, a total of 100 shareholders participated in the voting within the online voting time specified in the notice of the general meeting of shareholders, and the number of voting shares represented was 218539196 shares, accounting for 4.5686% of the total number of Gem Co.Ltd(002340) shares.
(III) Gem Co.Ltd(002340) all directors, some supervisors and the Secretary of the board of directors attended the shareholders’ meeting, and some other senior managers attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The lawyer believes that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and Gem Co.Ltd(002340) the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting voted on the matters listed in the notice of shareholders’ meeting by means of on-site open voting and online voting.
(II) the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of general meeting of shareholders by open ballot, and the on-site voting results were produced by counting and counting the votes by the vote counter under the supervision of the vote supervisor; Combined with the online voting statistical results of this shareholders’ meeting, the voting results of this shareholders’ meeting were announced.
(III) the following proposals were considered and adopted at the general meeting of shareholders:
1. The work report of the board of directors in 2021 was considered and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676666277 shares in favor, 1539639 against and 535884 abstentions. The number of shares in favor, opposition and waiver accounted for 996942%, 0.2268% and 0.0790% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
2. The work report of the board of supervisors in 2021 was reviewed and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676666577 shares in favor, 1539639 shares against and 535584 shares abstaining. The number of shares in favor, against and abstaining accounted for 996943%, 0.2268% and 0.0789% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
3. The full text and summary of the 2021 annual report were considered and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676660801 shares in favor, 1545415 against and 535584 abstentions. The number of shares in favor, opposition and waiver accounted for 996934%, 0.2277% and 0.0789% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
4. Reviewed and adopted the financial final accounts report for 2021.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676660501 shares in favor, 1545415 against and 535884 abstentions. The number of shares in favor, opposition and waiver accounted for 996934%, 0.2277% and 0.0790% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
5. The proposal on the profit distribution plan for 2021 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 677060981 shares in favor, 1620819 against and 60000 abstentions. The number of shares in favor, opposition and waiver accounted for 997524%, 0.2388% and 0.0088% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
6. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676666577 shares in favor, 1539639 shares against and 535584 shares abstaining. The number of shares in favor, against and abstaining accounted for 996943%, 0.2268% and 0.0789% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
7. The proposal on renewing the appointment of financial audit institutions in 2022 was deliberated and adopted.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 676520477 shares in favor, 1685439 shares against and 535884 shares abstaining. The number of shares in favor, against and abstaining accounted for 996727%, 0.2483% and 0.0790% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
8. The shareholder return plan for the next three years (20222024) was reviewed and approved.
According to the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in the general meeting of shareholders deliberated and adopted the above proposal with 677066757 shares in favor, 1613543 against and 61500 abstentions. The number of shares in favor, opposition and waiver accounted for 997532%, 0.2377% and 0.0091% of the total number of effective voting shares held by the shareholders participating in the general meeting of shareholders respectively.
The lawyer believes that the deliberations of this shareholders’ meeting are consistent with those announced in the notice of shareholders’ meeting. The voting procedures and results of this shareholders’ meeting comply with the relevant provisions of the company law, the securities law, the rules of shareholders’ meeting and Gem Co.Ltd(002340) the articles of association, and are legal and effective.
4、 Concluding observations
The lawyer believes that the convening and convening procedures of the general meeting of shareholders comply 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 Gem Co.Ltd(002340) the articles of association. The qualifications of the participants and the convener of the general meeting of shareholders are legal and effective, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
(there is no text on this page, which is the signature page of legal opinion of Guangdong Junxin law firm on Gem Co.Ltd(002340) 2021 annual general meeting of shareholders.)
Lawyer of Guangdong Junxin law firm: Dai Yi
Person in charge: Xing Zhiqiang
Chen Xiaoxuan, Guangzhou, China
May 20, 2002
