About Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) the first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Jianwei (Kunming) law firm
CITY DEVELOPMENT LAW FIRM KUNMING OFFICE
Address: 24 / F, block B, Hongxing wealth center, No. 488, Guangfu Road, Kunming
Tel: 0871-63641566 / 63641568 Fax: 0871-63641565 contact: Du Lijuan Tel: 13608713330 website: www.jianwei.com com.
To: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200)
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”) According to the relevant provisions of the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and the articles of association of Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) (hereinafter referred to as the “articles of association”), Jianwei (Kunming) law firm (hereinafter referred to as “the firm”) accepted the employment of Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) (hereinafter referred to as “cloud investment ecology”) and appointed Hou Haiyuan, the practicing lawyer of the firm LV Yayu (hereinafter referred to as “the lawyer of the firm”) attended the on-site meeting of the first extraordinary general meeting of shareholders of cloud investment ecology in 2022 (hereinafter referred to as “the general meeting”) and issued this legal opinion on the convening and convening procedures, qualifications of participants, voting procedures and results of the general meeting.
This legal opinion is the legal opinion issued by our lawyer based on the legal facts mastered by attending the shareholders’ meeting and the relevant materials provided by cloud investment ecology.
Cloud investment ecology has assured us that all documents and copies required for issuing this legal opinion provided to our lawyers are true and effective.
Our lawyers agree to submit this legal opinion as a legal document necessary for the disclosure of cloud investment ecological information to Shenzhen stock exchange together with the resolution of the general meeting of shareholders of cloud investment ecology, and also agree to publish this legal opinion together with the resolution of the general meeting of shareholders of cloud investment ecology.
Based on the above, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the securities law and the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions:
1、 Procedures for convening and convening the first extraordinary general meeting of shareholders in 2022
(I) the notice on convening the first extraordinary general meeting in 2022 was deliberated and adopted at the 14th meeting of the seventh board of directors of the company, and the first extraordinary general meeting in 2022 is scheduled to be held on January 20, 2022. (II) the company disclosed relevant announcements on Shanghai Securities News, Securities Daily, securities times, China Securities News and cninfo.com on January 5, 2022.
(III) the general meeting of shareholders is held by combining on-site voting and online voting.
1. Time of on-site meeting: 14:00 p.m. on Thursday, January 20, 2022.
2. Online voting time:
(1) The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m. on January 20, 2022; 9: 30-11:30, 13:00-15:00 PM;
(2) The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 20, 2020.
Upon inspection, the time, place and other matters of the shareholders’ meeting are consistent with the contents of the notice of the shareholders’ meeting. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of China’s company law and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders
(I) general situation of shareholders and proxy shareholders attending the general meeting of shareholders:
There are 6 shareholders voting on site and online, representing 42719129 shares, accounting for 23.2002% of the total shares of the listed company.
Among them, one shareholder passed the on-site voting, representing 42685927 shares, accounting for 23.1821% of the total shares of the listed company.
Five shareholders voted through the Internet, representing 33202 shares, accounting for 0.0180% of the total shares of the listed company. Overall attendance of minority shareholders:
Five shareholders voted on the spot and online, representing 33202 shares, accounting for 0.0180% of the total shares of the listed company.
Among them, there are 0 shareholders voting on site, representing 0 shares, accounting for 0.0000% of the total shares of the listed company. Five shareholders voted through the Internet, representing 33202 shares, accounting for 0.0180% of the total shares of the listed company. The shareholders represented by the shareholders and the shareholders’ agents are all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of Thursday, January 13, 2022.
(II) other personnel attending the general meeting of shareholders
The directors, senior managers and lawyers of the company also attended the shareholders’ meeting.
(III) qualification of convener of this general meeting of shareholders
After verification, the convener of this shareholders’ meeting is the board of directors of cloud investment ecology.
After verification by the lawyers of the firm, the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders are qualified
Comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association. The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberations of the shareholders’ meeting, after the lawyers of the firm checked the on-site voting results provided by cloud investment ecology and the online voting statistical results provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of the shareholders’ meeting are as follows:
Proposal 1.00 proposal on the election of non independent directors of the seventh board of directors
Total voting:
1.01. Candidate: elect Mr. Ma Fubin as a non independent director of the seventh board of directors of the company
Number of shares agreed: 42685932
1.02. Candidate: elect Mr. Wang Jingyue as a non independent director of the seventh board of directors of the company
Number of shares agreed: 42685932
1.03. Candidate: elect Mr. Yang Ziquan as a non independent director of the seventh board of directors of the company
Number of shares agreed: 42685935
Total voting of minority shareholders:
1.01. Candidate: elect Mr. Ma Fubin as a non independent director of the seventh board of directors of the company
Number of shares agreed: 5
1.02. Candidate: elect Mr. Wang Jingyue as a non independent director of the seventh board of directors of the company
Number of shares agreed: 5
1.03. Candidate: elect Mr. Yang Ziquan as a non independent director of the seventh board of directors of the company
Number of shares agreed: 8
The voting of the top ten shareholders before the meeting is as follows:
Yunnan Province
Traffic investment
Name: capital construction Peng Litian Jun Wei Jianqiang Yang Dong Deng Yongchun
Group has
Limited company
Attending shares 42685 9200 8400 7300 5902 2400
Number (shares), 927
1.01 42685 1 share 1 share 2 shares
, 927 shares
1.02 42685 1 share 1 share 2 shares
, 927 shares
1.03 42685 1 share 1 share 1 share 3 shares 2 shares
, 927 shares
According to the above voting results, proposal 1 was considered and adopted at this meeting.
After verification by our lawyers, the matters discussed at this meeting are consistent with those listed in the meeting announcement, and there is no case of deliberation and voting on other unannounced interim proposals. The voting procedures and results of this general meeting of shareholders comply with the company law and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association. Our lawyers believe that the voting procedures and results of this meeting of the company are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening, convening procedures, qualification of participants, qualification of conveners, proposals and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, rules for general meetings and other relevant laws, regulations, rules, normative documents and the articles of Association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in two originals, one for Yuntou ecology and one for the exchange.
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Principal of Jianwei (Kunming) law firm:
Handling lawyer:
January 20, 2002
