Notice of Henan jinxueyuan law firm on the first extraordinary general meeting of shareholders in City Development Environment Co.Ltd(000885) 2022
Legal opinion
January 2002
Henan jinxueyuan law firm
About City Development Environment Co.Ltd(000885)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
JFZ [2022] No. 0118 to: City Development Environment Co.Ltd(000885)
Henan jinxueyuan law firm (hereinafter referred to as “the firm”) has accepted the entrustment of City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company”) to appoint its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders in terms of the convening and convening procedures of the general meeting of shareholders, Issue legal opinions on voting procedures, voting results and other related matters of the meeting.
In order to issue legal opinions, our lawyers reviewed the following relevant documents provided by the company in accordance with the current effective laws, administrative regulations, departmental rules and other normative documents of the people’s Republic of China, including:
1. The current effective articles of association of the company and the rules of procedure of the general meeting of shareholders (dated September 18, 2020, hereinafter collectively referred to as the “articles of association”);
2. The company published on cninfo.com on January 1, 2022 http://www.cn.info.com.cn. Announcement on the resolution of the 44th meeting of the City Development Environment Co.Ltd(000885) sixth board of directors, City Development Environment Co.Ltd(000885) announcement on the resolution of the 40th meeting of the sixth board of supervisors, City Development Environment Co.Ltd(000885) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “meeting notice”) and other announcements related to the general meeting of shareholders;
3. The register of shareholders on the equity registration date (January 11, 2022) of the company’s general meeting of shareholders, the registration records of shareholders attending the on-site meeting and the information of shareholding certificates;
4. The proposal of the company’s general meeting of shareholders and other meeting documents.
The legal opinion issued by the exchange is based on the fact that the documents, statements and explanations provided by the company to the exchange are complete, true and effective. The company guarantees that all facts and documents sufficient to affect the legal opinion have been disclosed to the exchange without any concealment or omission.
This legal opinion is only used by the company for the purpose of this shareholders’ meeting. Without the prior written consent of the exchange, this legal opinion shall not be provided to any third party, relied on by any third party, or used for any other purpose. The lawyer of the firm agrees to announce the legal opinion together with the resolution of the general meeting of shareholders in accordance with relevant regulations.
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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) In accordance with the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations, normative documents and the articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued as follows:
1、 On the convening and convening procedures of the general meeting of shareholders
1. Convening of the general meeting of shareholders
On December 31, 2021, the company held the 44th meeting of the sixth board of directors, which adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
In order to hold this general meeting of shareholders, the board of directors of the company made an announcement on securities times, China Securities Journal, Shanghai Securities News and cninfo.com on January 1, 2022 http://www.cn.info.com.cn. The notice of City Development Environment Co.Ltd(000885) on convening the first extraordinary general meeting of shareholders in 2022 was published, and all shareholders were notified of the time, place, convening method, deliberation matters, qualification of participants, etc. The notice of meeting states that the company will hold the general meeting of shareholders at 15:00 p.m. on January 18, 2022. The announcement date is 15 days from the date of holding the general meeting of shareholders.
2. Convening of the general meeting of shareholders
The general meeting of shareholders was held by combining on-site voting and online voting, as follows:
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on January 18, 2022 at 16 / F, block a, investment building, No. 41, Nongye Road East, Jinshui District, Zhengzhou. The time and place of the meeting were the same as that announced by the company. The general meeting of shareholders was presided over by Zhu Hongbing, chairman of the company. Online voting time: the voting time through the trading system of Shenzhen stock exchange is 9:30-11:30 and 13:00-15:00 on Tuesday, January 18, 2022; The voting time through the Internet voting system is 9:15-15:00 on Tuesday, January 18, 2022. After verification, the board of directors of the company convened the shareholders’ meeting in accordance with the company law, the rules for the shareholders’ meeting, the listing rules and other relevant laws, regulations and normative documents as well as the relevant provisions of the articles of association, and fully disclosed the contents of the proposals considered by the shareholders’ meeting. The convening time of the shareholders’ meeting of the company The place and contents of the meeting shall be consistent with those specified in the meeting notice.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
1. Qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are all the shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at the closing of the afternoon of January 11, 2022 (equity registration date). All the above shareholders of the company have the right to attend the general meeting of shareholders, and can entrust agents to attend and vote in writing, or participate in online voting during online voting time.
Our lawyers checked the register of shareholders and other relevant documents on the equity registration date of the shareholders’ meeting. The shareholders and shareholders’ agents attending the shareholders’ meeting are as follows: (1) general information of shareholders attending the shareholders’ meeting
A total of 11 shareholders and shareholder agents participated in the on-site meeting and online voting of the general meeting of shareholders, and the number of shares representing the company was 425951943 shares, accounting for 66.3396% of the total shares of the company.
(2) Attendance at site meetings
A total of 2 Shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 424979146 shares of the company, accounting for 66.1881% of the total shares of the company; The number of voting shares is 424979146, accounting for 66.1881% of the total shares of the company.
(3) Online voting
A total of 9 shareholders participated in the shareholders’ meeting through online voting, representing 972797 shares of the company, accounting for 0.1515% of the total shares of the company.
(4) Attendance of minority shareholders
Nine small and medium-sized investors (small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) participated in the on-site meeting and online voting of the general meeting of shareholders, representing 972797 shares of the company, accounting for 0.1515% of the total shares of the company.
In addition to the above shareholders and shareholders’ agents, the persons attending the shareholders’ meeting also include some directors, supervisors and senior managers of the company and lawyers of the exchange.
Since the qualification of online voting shareholders is authenticated by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange when they conduct online voting, this exchange is unable to verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws, administrative regulations and the articles of association, the exchange believes that the qualifications of personnel attending the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and the articles of association, which are legal and effective.
2. Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Witnessed by our lawyers, the proposals considered at this shareholders’ meeting are consistent with those listed in the notice of meeting. This shareholders’ meeting did not vote on matters not listed in the notice of meeting, nor did it modify the original proposal or put forward new proposals.
After the shareholders attending the on-site meeting of the shareholders’ meeting deliberated the proposals listed in the meeting notice, the shareholders’ meeting voted, counted and supervised the votes in accordance with the provisions of the articles of association. The chairman of the meeting announced the voting results on the spot. The shareholders and shareholders’ representatives attending the shareholders’ meeting did not raise objections to the voting results. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting data of the online voting of the shareholders’ meeting (including the online voting in the trading system and Internet voting system of Shenzhen Stock Exchange).
According to the company’s consolidated statistics of the voting results of the on-site meeting and the online voting results, the voting results of the proposals deliberated and adopted at the shareholders’ meeting are as follows:
1. Proposal on reappointment of the company’s audit institution in 2021
Voting results: 425919343 shares were approved, accounting for 99.9923% of the voting shares attending the meeting; Against 32600 shares, accounting for 0.0077% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting; The proposal was deliberated and passed.
Among them, the voting of minority shareholders: 940197 shares were approved, accounting for 96.6488% of the shares held by minority shareholders attending the meeting; Against 32600 shares, accounting for 3.3512% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting. After verification, our lawyers believe that the voting procedures and voting results of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders, the listing rules and the articles of association, and are legal and effective.
The difference or discrepancy in the mantissa of the data involved in this legal opinion is caused by rounding. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of personnel attending the first extraordinary general meeting of shareholders in 2022, the voting procedures and voting results of the general meeting of shareholders are in line with the provisions of the company law, the rules for general meetings of shareholders, the listing rules and other laws, regulations, normative documents and the articles of association, The resolutions formed at this general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed by our lawyer and sealed by our office.
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January 18, 2022
