Fujian Yuanda alliance law firm about Xiamen Xindeco Ltd(000701)
Legal opinion of the first extraordinary general meeting of shareholders in 2002
To: Xiamen Xindeco Ltd(000701)
Fujian Yuanda alliance law firm has accepted your entrustment to appoint lawyers Deng Zaiqiang and Yao Xinghui (hereinafter referred to as our lawyers) to attend the first extraordinary general meeting of shareholders of your company in 2002 (hereinafter referred to as the general meeting of shareholders). 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), 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 and regulations, as well as the provisions of your company's articles of association, on whether the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, the rules for the general meeting of shareholders and the articles of association Whether the qualifications of attendees and conveners are legal and effective, whether the voting procedures and voting results of this shareholders' meeting are legal and effective, and issue legal opinions.
In accordance with the business standards and ethics recognized by the lawyer industry and in the spirit of diligence, our lawyers checked and verified the relevant materials provided by your company according to the pre prepared verification and verification plan, and recorded the verification and verification in accordance with the relevant national regulations, Based on the analysis of the relevant facts of the shareholders' meeting, the lawyers of the firm issued the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
After verification and verification by our lawyers, the board of directors of your company published on China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on January 11, 2022 The time and place of the shareholders' meeting, the matters to be considered at the meeting, the methods of attending the meeting and the participants were announced at the meeting. The shareholders' meeting was convened by your board of directors and presided over by your Chairman Mr. Xu Zhihuang. It was held in your conference room at 14:50 on January 26, 2022. The time and place of the meeting were the same as those announced. Based on the above facts, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
When attending the general meeting of shareholders, shareholders' agents present their ID cards, power of attorney of corporate shareholders, ID cards of agents and stock certificates, which are checked by the Secretariat of the general meeting and the lawyers of the exchange, The name (name) and shareholding amount of the shareholders are consistent with the name (name) and shareholding amount of the shareholders in the register of shareholders after the completion of the transaction on January 19, 2022.
The identity of your directors, supervisors, Secretary of the board of directors, the Secretariat of the general meeting and our lawyers who attended the general meeting of shareholders was verified.
Other senior managers of your company attended the shareholders' meeting as nonvoting delegates.
Based on the above facts, our lawyers believe that all the persons attending the general meeting of shareholders meet the legal conditions and are qualified to attend the general meeting of shareholders, and the qualification of the convener of the general meeting is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders voted by open ballot on the deliberations of the general meeting of shareholders listed in the announcement of your company on January 6, 2022 and January 11, 2022. The votes were counted on the spot by two shareholder representatives, your supervisor Wang Liyuan and our lawyer, and the supervisor Wang Liyuan acted as the vote supervisor, and Wang Liyuan announced the voting results on the spot. The shareholders present at the meeting (including shareholders' agents) have no objection to the voting results. The voting results are as follows:
1. Proposal on providing credit guarantee for the holding subsidiary's application for credit line from financial institutions in 2002
260317328 shares were approved, accounting for 99.9912% of the shares held by all shareholders attending the meeting; Oppose 23000 shares, accounting for 0.0088% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 16960400 shares were agreed, accounting for 99.8646% of the shares held by small and medium-sized shareholders attending the meeting; Opposed 23000 shares, accounting for 0.1354% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Proposal on accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd
17470400 shares, accounting for 99.8685% of the shares held by all shareholders attending the meeting; Oppose 23000 shares, accounting for 0.1315% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors (except directors, supervisors, senior executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 16620400 shares were agreed, accounting for 99.8618% of the shares held by small and medium-sized shareholders attending the meeting; Opposed 23000 shares, accounting for 0.1382% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. Proposal on the election of directors of the 11th board of directors
Proposal on electing Mr. Chen Chun as a non independent director of the 11th board of directors of the company
260317328 shares were approved, accounting for 99.9912% of the shares held by all shareholders attending the meeting; Oppose 23000 shares, accounting for 0.0088% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors (except directors, supervisors, executives and shareholders who individually or jointly hold more than 5% of the shares of the company): 16960400 shares were agreed, accounting for 99.8646% of the shares held by small and medium-sized shareholders attending the meeting; Opposed 23000 shares, accounting for 0.1354% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4、 Concluding observations:
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
Fujian Yuanda alliance law firm Deng Zaiqiang lawyer Yao Xinghui lawyer January 26, 2022
