Beijing Jindu law firm
About Chongqing Sokon Industry Group Stock Co.Ltd(601127) 2021 annual general meeting of shareholders
Legal opinion
To: Chongqing Sokon Industry Group Stock Co.Ltd(601127)
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Chongqing Sokon Industry Group Stock Co.Ltd(601127) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) In accordance with the relevant provisions of the regulations, normative documents and the Chongqing Sokon Industry Group Stock Co.Ltd(601127) articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 20, 2022. Affected by covid-19 pneumonia, our lawyers participated in the meeting by online video and issued this legal opinion on matters related to the shareholders’ meeting.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. The announcement on the resolution of the 25th meeting of the Fourth Board of directors of Chongqing Xiaokang Industrial Group Co., Ltd. published in China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange on April 30, 2022;
3. The announcement on the resolution of the 20th meeting of the 4th board of supervisors of Chongqing Xiaokang Industry Group Co., Ltd. published in China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange on April 30, 2022;
4. The notice of Chongqing Xiaokang Industrial Group Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published in China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange on April 30, 2022;
5. The register of shareholders of the company on the 5th day of the shareholders’ meeting;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd;
8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 28, 2022, the 25th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders of the company. The company plans to convene the 2021 annual general meeting of shareholders on May 20, 2022.
On April 30, 2022, the company published the notice of shareholders’ meeting in the form of announcement on the websites of China Securities Journal, securities times, Shanghai Securities News, securities daily and Shanghai Stock Exchange. (II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the conference room of the company at 14:00 on May 20, 2022. The on-site meeting of the general meeting of shareholders is presided over by Mr. Zhang Zhengping, chairman of the company.
3. The time of online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is: the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificates, legal representative certificates and / or power of attorney of corporate shareholders attending the shareholders’ meeting, as well as the shareholding certificates, personal identity certificates and other relevant materials of natural person shareholders attending the shareholders’ meeting, as well as the online voting results of the shareholders’ meeting provided by SSE Information Network Co., Ltd, It is confirmed that there are 24 shareholders and shareholder agents attending the general meeting of shareholders of the company, representing 512621327 voting shares, accounting for 376940% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, supervisors and Secretary of the board of directors, and some senior managers attended the on-site meeting of the shareholders’ meeting as nonvoting delegates. Our lawyers witnessed the shareholders’ meeting through online video.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no situation of modifying the original proposal or adding other new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders and supervisors.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shanghai Stock Exchange or Internet voting system within the specified online voting time. After the online voting, SSE Information Network Co., Ltd. provided the company with statistical data files of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the 2021 annual work report of the board of directors are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,600 0.0005
2. The voting results of the 2021 work report of the board of supervisors are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,600 0.0005
3. The voting results of the annual report for 2021 and its summary are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,600 0.0005
4. The voting results of the 2021 financial statement are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,600 0.0005
5. The voting results of the 2021 profit distribution plan are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,600 0.0005
Among them, the voting of small and medium-sized investors is as follows:
Agree against abstention
Proportion of votes (%)
96,430678 999661 30,100 0.0312 2,600 0.0027
6 the voting results of the proposal on the financing credit line in 2022 are as follows:
Agree against abstention
Proportion of votes (%)
511829,499 998455 789228 0.1540 2,600 0.0005
7. The voting results of the proposal on renewing the appointment of accounting firms are as follows:
Agree against abstention
Proportion of votes (%)
512588,627 999936 30,100 0.0059 2,60
