Beijing Jingshi law firm
About Oceanwide Holdings Co.Ltd(000046) the second extraordinary general meeting of shareholders in 2022
of
Legal opinion
[2022] Jingshi Zi No. 402457-5
Address: Jingshi lawyer building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing
Tel: 010-50959999 Fax: 010-50959998
Postal Code: 100025 website: www.jingsh.com com.
Beijing Jingshi law firm
On Oceanwide Holdings Co.Ltd(000046) the second extraordinary general meeting of shareholders in 2022
Legal opinion
[2022] Jing Shi Zi No. 402457-5 to: Oceanwide Holdings Co.Ltd(000046)
Oceanwide Holdings Co.Ltd(000046) (hereinafter referred to as "the company") the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on January 26, 2022 in the conference room on the second floor of oceanwide international sales office at the southeast corner of Chaoyang Park Bridge, Chaoyang District, Beijing. Beijing Jingshi law firm (hereinafter referred to as "the firm") accepted the appointment of the company and assigned its lawyers to attend the on-site meeting of the general meeting of shareholders to witness, and in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The rules of the general meeting of shareholders of listed companies (hereinafter referred to as the "rules of the general meeting of shareholders") and the articles of association of Oceanwide Holdings Co.Ltd(000046) (hereinafter referred to as the "articles of association") and other relevant provisions issue legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement on the resolution of the 48th extraordinary meeting of the 10th board of directors, the notice on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice on convening the general meeting of shareholders") and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other legal documents, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers strictly perform their statutory duties and follow the principles of diligence and good faith, Conduct sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders and submit it to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") together with other announcement documents for review and announcement. Based on the verification and verification of the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions are hereby issued as follows: I. convening and convening procedures of this general meeting of shareholders
The 10th board of directors of the company held the 48th extraordinary meeting on January 10, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through qualified media on January 11, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 26, 2022 in the conference room on the second floor of oceanwide international sales office at the southeast corner of Chaoyang Park Bridge, Chaoyang District, Beijing. Luan Xianzhou, chairman of the company, presided over the shareholders' meeting and completed all the agenda of the meeting. The specific time for online voting of the general meeting of shareholders through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 26, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 26, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association. 2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 23 shareholders and their proxies (including online voting) participated in the general meeting of shareholders of the company, representing 3453268514 shares, accounting for 66.4576% of the total shares of the listed company.
The details of shareholders attending the meeting and their proxies (including online voting methods) are as follows:
1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, a total of 5 shareholders and shareholder representatives (including shareholder agents) participated in the voting at the on-site meeting of the general meeting of shareholders, holding 3409949006 voting shares of the company, Accounting for 65.6239% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 18 shareholders participated in the online voting of the general meeting of shareholders, holding 43319508 voting shares of the company, accounting for 0.8337% of the total shares of the company.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the system of the stock exchange. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of Association, our lawyers believe that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association. (II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals put on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders' meeting are as follows:
(I) proposal that the company meets the conditions for major asset restructuring;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452892413 shares were approved, accounting for 99.9891% of the effective voting rights held by shareholders attending the meeting; 376101 opposed shares, accounting for 0.0109% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(II) proposal that the reorganization does not constitute related party transactions;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452846813 shares were approved, accounting for 99.9878% of the effective voting rights held by shareholders attending the meeting; Against 421701 shares, accounting for 0.0122% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(III) proposal on the report on Oceanwide Holdings Co.Ltd(000046) major assets no longer included in the scope of consolidation (Draft) (Revised Version) and its abstract (Revised Version);
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452832413 shares were approved, accounting for 99.9874% of the effective voting rights held by shareholders attending the meeting; 434700 opposed shares, accounting for 0.0125% of the effective voting rights held by shareholders attending the meeting; 1401 shares abstained, accounting for 0.0001% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(IV) the proposal that this reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452892413 shares were approved, accounting for 99.9891% of the effective voting rights held by shareholders attending the meeting; 376101 opposed shares, accounting for 0.0109% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(V) the proposal that the reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452892413 shares were approved, accounting for 99.9891% of the effective voting rights held by shareholders attending the meeting; 376101 opposed shares, accounting for 0.0109% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(VI) the proposal that the reorganization complies with the provisions of Article 11 of the measures for the administration of major asset reorganization of listed companies;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452892413 shares were approved, accounting for 99.9891% of the effective voting rights held by shareholders attending the meeting; 376101 opposed shares, accounting for 0.0109% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(VII) proposal on the diluted immediate return of the restructuring and relevant filling measures;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452872413 shares were approved, accounting for 99.9885% of the effective voting rights held by shareholders attending the meeting; 396101 opposed shares, accounting for 0.0115% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(VIII) proposal on Approving the audit report and examination report related to the reorganization;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452892413 shares were approved, accounting for 99.9891% of the effective voting rights held by shareholders attending the meeting; 376101 opposed shares, accounting for 0.0109% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(IX) proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for the reorganization;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452846813 shares were approved, accounting for 99.9878% of the effective voting rights held by shareholders attending the meeting; 420300 opposed shares, accounting for 0.0121% of the effective voting rights held by shareholders attending the meeting; 1401 shares abstained, accounting for 0.0001% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
(x) the proposal that the fluctuation of the company's stock price does not meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3452786813 shares were approved, accounting for 99.9861% of the effective voting rights held by shareholders attending the meeting; Against 481701 shares, accounting for 0.0139% of the effective voting rights held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights held by shareholders attending the meeting.
Voting result: adopted
（11） About requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this reorganization
