Beijing, Beijing 10 Qiming Information Technology Co.Ltd(002232) / F, tower a, IFC building, 8 Jianguo – Menwai Avenue, Chaoyang District, Beijing, 100022, PRC Tel: + 86 1082255588 Fax: + 86 1082255600
32 / F, building a, Beijing International Finance Center, No. 8 Jianguomenwai street, Chaoyang District, Beijing 100022 Tel: + 86 1082255588 www.vtlaw.com cn. Beijing Shenzhen Shanghai Chengdu Wuhan Xi’an Changsha Hangzhou Haikou Nanjing Guangzhou Hong Kong Beijing Wanshang tianqin law firm
About Aoyuan Beauty Valley Technology Co.Ltd(000615)
Legal opinion of 2021 annual general meeting
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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents of the China Securities Regulatory Commission, as well as the Aoyuan Beauty Valley Technology Co.Ltd(000615) articles of Association (hereinafter referred to as the “articles of association”) According to the rules of procedure of Aoyuan Beauty Valley Technology Co.Ltd(000615) general meeting of shareholders (hereinafter referred to as “rules of procedure of 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 influence of covid-19 epidemic, Appoint lawyers to attend the 2021 annual general meeting of shareholders (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 May 23, 2022 by video and give legal opinions.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion according to law.
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, our lawyers checked 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 this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The company held the 28th meeting of the 10th board of directors on April 29, 2022, deliberated and adopted the proposal on requesting the company to convene the 2021 annual general meeting of shareholders. Members of Wanshang tianqin alliance. For more details, please visit alliance vtlaw. cn.
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2. On April 30, 2022, the company issued the notice on convening the 2021 annual general meeting of shareholders on the information disclosure website designated by the CSRC, and notified all shareholders in the form of announcement on the time, place, method, deliberation items, participants, registration items, 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 of the company.
(II) convening of this 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 at 14:50 p.m. on Monday, May 23, 2022 in the conference room of Aoyuan group building, No. 48, Wanhui 1st Road, Panyu District, Guangzhou City, Guangdong Province. The on-site meeting of the general meeting of shareholders was presided over by director Fan Shijie elected by more than half of the directors 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 of 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 May 23, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is the morning of May 23, 2022
9: Any time between 15:00 and 15:00 p.m.
After examination, our lawyers believe that the convening of this general meeting of shareholders complies with the provisions of the company law, the securities law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of the persons attending the general meeting of shareholders and the 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 that there were [3] shareholders and shareholder representatives (or agents) attending the on-site meeting of the general meeting of shareholders, holding [229896917] shares of the company, accounting for [301315] 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, a total of [12] shareholders voted effectively through the online voting system at this meeting, holding [867300] shares of the company, accounting for [0.1137]% 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 [15] shareholders (or shareholders’ agents) attending the shareholders’ meeting, and the number of shares held by them is [230764217], accounting for [302451]% of the total voting shares of the listed company. Our lawyers 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 20 days from the convening date of the general meeting of shareholders, which shall comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association. 3、 Proposals, voting procedures and voting results of the general meeting of shareholders
(I) proposal of this shareholders’ meeting
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 as follows: 1 Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
4. Financial statement report of 2021 and budget report of 2022
5. Proposal on 2021 profit distribution plan
6. Proposal on applying for comprehensive credit line and guarantee in 2022
7. Determination of the remuneration of non independent directors in 2021 and the remuneration plan for non independent directors in 2022 8 Proposal on adjusting the allowance of independent directors
9. Determination of the remuneration of supervisors in 2021 and the remuneration plan for supervisors in 2022
10. Proposal on reappointment of audit institutions in 2022
11. Proposal on Amending the articles of Association
12. Proposal on revising some internal control management systems of the company
12.01 amending the rules of procedure of the general meeting of shareholders
12.02 amending the rules of procedure of the board of directors
12.03 revision of related party transaction decision-making system
12.04 revising the working system of independent directors
The lawyers of the firm believe that the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and 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, the securities law, the rules of the 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
The shareholders’ meeting deliberated all the proposals listed in the notice of the shareholders’ meeting by means of on-site voting and online voting, and the voting results are as follows:
1. Work report of the board of directors in 2021
Voting results: it is agreed that [230727517] shares, accounting for [999841] of the total number of valid voting shares held by all shareholders attending the meeting; Against [36700] shares, accounting for [0.0159] of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting: they agreed to [830600] shares, accounting for [957685] of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against [36700] shares, accounting for [4.2315]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
Voting results: it is agreed that [230727517] shares, accounting for [999841] of the total number of valid voting shares held by all shareholders attending the meeting; Against [36700] shares, accounting for [0.0159] of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% 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 [830600] shares, accounting for [957685] of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against [36700] shares, accounting for [4.2315]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by minority shareholders attending the meeting.
3. Annual report for 2021 and its summary
Voting results: it is agreed that [230727517] shares, accounting for [999841] of the total number of valid voting shares held by all shareholders attending the meeting; Against [36700] shares, accounting for [0.0159] of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting: they agreed to [830600] shares, accounting for [957685] of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against [36700] shares, accounting for [4.2315]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by minority shareholders attending the meeting.
4. Financial statement report of 2021 and budget report of 2022
Voting results: it is agreed that [230727517] shares, accounting for [999841] of the total number of valid voting shares held by all shareholders attending the meeting; Against [36700] shares, accounting for [0.0159] of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting: they agreed to [830600] shares, accounting for [957685] of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; Against [36700] shares, accounting for [4.2315]% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstain from [0] shares, accounting for [0.0000]% of the total number of valid voting shares held by minority shareholders attending the meeting.
5. Proposal on 2021 profit distribution plan
Voting result: it is agreed that [230727517] shares, accounting for [999841]% of the total number of valid voting shares held by all shareholders attending the meeting
