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Beijing Jingtian Gongcheng law firm
About Maiquer Group Co.Ltd(002719)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Maiquer Group Co.Ltd(002719)
Entrusted by Maiquer Group Co.Ltd(002719) (hereinafter referred to as "the company"), Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") appointed its lawyer to witness the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") held at 16:00 on May 23, 2022 in the conference room on the second floor of maixier group company, maixier Avenue, Changji City, Xinjiang, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other current Chinese laws, regulations and other normative documents (hereinafter referred to as "Chinese laws and regulations") and the Maiquer Group Co.Ltd(002719) articles of Association (hereinafter referred to as "the articles of association"), the company will discuss the convening and convening methods, the qualifications of participants, the qualifications of conveners This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as "procedural matters").
In order to issue this legal opinion, our lawyers reviewed the documents related to the general meeting of shareholders provided by the company, including but not limited to the resolutions of the fifth meeting of the Fourth Board of directors, the fifth meeting of the Fourth Board of supervisors, the first employee congress in 2022, the opinions of independent directors, the announcement published according to the above contents, the notice, proposal and resolution on convening the general meeting of shareholders, etc, At the same time, I listened to the company's statements and explanations on relevant facts. Affected by the epidemic situation of pneumonia caused by novel coronavirus, according to the relevant provisions of the notice on several measures to support the real economy (SZS [2022] No. 439) of Shenzhen Stock Exchange, the firm appointed lawyers to witness the shareholders' meeting through online video conference. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The bourse agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and take responsibility for the legal opinion issued in accordance with the law. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The fifth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 on May 5, 2022, which was published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on May 6, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 was published on the. The aforesaid announcement specifies the session of the general meeting of shareholders, the convener of the meeting, the compliance and legitimacy of the meeting, the date and time of the meeting, the way of the meeting, the equity registration date of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the proposal code of the general meeting of shareholders, the registration method of the meeting, the specific operation process of participating in online voting and other matters, It also explains that as of the afternoon closing of May 17, 2022 (equity registration date), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and participate in the meeting in writing. The shareholder agent does not have to be a shareholder of the company. The general meeting of shareholders deliberated three proposals, namely, the proposal on the employee stock ownership plan (Draft) in 2022, the proposal on the measures for the implementation and assessment of the employee stock ownership plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan. The above proposal or the main contents of the proposal have been announced on May 6, 2022.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the notice, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of shareholders attending the general meeting of shareholders
1. Shareholders or proxies attending the shareholders' meeting (including the following shareholders' representatives and proxies)
10 shareholders' representatives (representing 11 shareholders) attended the on-site meeting of the general meeting of shareholders, and the number of voting shares represented was 70849318, accounting for 406854% of the total voting shares of the company.
After verification, the exchange believes that the qualification of shareholders' representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
67 shareholders' representatives voted online. After deducting the related shareholders who need to avoid voting, the number of voting shares represented is 26501260 shares, accounting for 152184% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system. 2. Shareholders of small and medium-sized investors voting at the general meeting of shareholders
There are 69 representatives of small and medium-sized investor shareholders (excluding shareholders who individually or jointly hold more than 5% of the shares of the listed company and directors, supervisors and senior managers of the company holding less than 5%, the same below). After deducting the related shareholders who need to avoid voting, the number of voting shares represented is 8895291, accounting for 5.1081% of the total voting shares of the company.
3. Other personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates
In addition to Sun Wei, the Secretary of the board of directors and the supervisor of the company who failed to attend the general meeting of shareholders, the other representatives who failed to attend the general meeting of shareholders due to leave include the company's directors and supervisors. Some senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates. Affected by the epidemic of novel coronavirus pneumonia, according to the relevant provisions of the notice on several measures to support the real economy (SZS [2022] No. 439) of Shenzhen Stock Exchange, our lawyers attended the meeting by video and witnessed the general meeting of the company.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot, and the shareholder representatives deliberated the proposals of the general meeting of shareholders.
2. Online voting
The online voting of this shareholders' meeting adopts the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for shareholders to participate in online voting through the trading system of Shenzhen stock exchange is 9:30-11:30 and 13:00-15:00 on May 23, 2022; Shareholders through the Internet of Shenzhen Stock Exchange
The specific time for the voting system to participate in online voting is any time from 9:15 a.m. to 15:00 p.m. on May 23, 2022.
After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of online voting at the general meeting of shareholders.
3. Voting results
The general meeting of shareholders deliberated and voted by on-site open ballot and online voting. The on-site vote was counted and monitored according to the procedures specified in the articles of association, and the voting results were announced at the meeting. Online voting shall be conducted through the trading system and Internet voting system of Shenzhen Stock Exchange within the time period determined in the meeting notice. After the on-site voting and online voting, the company merged the voting results of the two voting methods. The relevant proposals of the general meeting of shareholders have been effectively voted by the representatives of voting shareholders participating in the on-site meeting and online voting. The voting results of the proposals considered at the shareholders' meeting are as follows:
Proposal 1 proposal on Employee Stock Ownership Plan (Draft) in 2022, which is an ordinary resolution, has been passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders have avoided voting; Among them, the minority shareholders attending the meeting agreed to 4606600 shares, accounting for 517870% of the effective voting rights held by the minority shareholders attending the meeting; Against 4288691 shares, accounting for 482130% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Proposal 2 proposal on the measures for the implementation and assessment of the employee stock ownership plan in 2022, which is an ordinary resolution, has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders have avoided voting; Among them, the minority shareholders attending the meeting agreed to 4606100 shares, accounting for 517813% of the effective voting rights held by the minority shareholders attending the meeting; Against 4288691 shares, accounting for 482130% of the shares held by all shareholders attending the meeting; Abstain 500 shares, accounting for 0.0056% of the shares held by all shareholders attending the meeting.
Proposal 3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan. The proposal is an ordinary resolution, which has been passed by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the related shareholders have avoided voting; Among them, the minority shareholders attending the meeting agreed to 4606600 shares, accounting for 517870% of the effective voting rights held by the minority shareholders attending the meeting; Against 4288691 shares, accounting for 482130% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
After verification, the exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and valid.
The original of this legal opinion is made in triplicate, two of which are submitted by the exchange to the company and one is kept by the exchange for filing. (there is no text on this page, which is the signature page of the legal opinion of Beijing Jingtian Gongcheng law firm on the first extraordinary general meeting of shareholders in Maiquer Group Co.Ltd(002719) 2022)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
Fan Ruilin
Handling lawyer (signature):
Gu Kan
May 23, 2002
