Beijing Zhonglun law firm
About Gosun Holdings Co.Ltd(000971)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Gosun Holdings Co.Ltd(000971)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Gosun Holdings Co.Ltd(000971)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) and assigned its lawyers to witness the legitimacy of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions.
The firm and its lawyers have strictly performed their statutory duties in accordance with the securities law of the people’s Republic of China (hereinafter referred to as 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 provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), 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 currently effective laws and regulations This legal opinion is issued in accordance with the normative documents and the relevant provisions of the articles of association of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as the “articles of association”) and the rules of procedure of Gosun Holdings Co.Ltd(000971) general meeting of shareholders (hereinafter referred to as the “rules of procedure of general meeting of shareholders”).
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary to issue this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts of the shareholders’ meeting, and now issue the following legal opinions:
1、 On the convening and convening of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The company held the 63rd meeting of the 9th board of directors on January 10, 2022, and considered and adopted the notice on convening the first extraordinary general meeting of shareholders in 2022.
2. On January 12, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the CSRC, and notified all shareholders in the form of announcement on the convening time and place of the general meeting, the participants of the meeting, the matters considered at the meeting and the registration matters of the meeting. Accordingly, our lawyers believe that the time, method and content of the notice of the general meeting of shareholders and the convening procedure of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. According to the review of our lawyers, the general meeting of shareholders adopts two methods: on-site voting and online voting.
2. According to the review of our lawyers, on January 27, 2022, the company provided online voting services to the shareholders of circulating shares of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time between 9:15-15:00 on January 27, 2022; The specific time for voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022.
3. According to the review of our lawyers, the on-site meeting of the general meeting of shareholders was held at room 2002, 20 / F, building a, IFC building, No. A8, Jianguomenwai street, Chaoyang District, Beijing as scheduled at 14:50 p.m. on Thursday, January 27, 2022.
4. The actual time, place and manner of the general meeting of shareholders are consistent with the time, place and manner notified in the notice of meeting, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5. According to the review of our lawyers, the general meeting of shareholders was presided over by Mr. Zhang Dai, chairman of the board of directors, which is in line with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
Accordingly, our lawyers believe that the convening of this shareholders’ meeting complies with the provisions of the company law, the securities law, the rules of shareholders’ meeting and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of shareholders’ meeting.
2、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
1. According to the examination of our lawyers, 34 shareholders and shareholders’ agents participated in the on-site meeting and online voting of the general meeting of shareholders, representing 313809518 shares, accounting for 29.9268% of the total shares of the company. A total of 3 shareholders or shareholders’ agents attended the on-site meeting, representing 280728978 shares, accounting for 26.7720% of the total shares of the company.
2. According to the examination of the lawyers of the firm, in addition to the shareholders of the company, all directors, supervisors and senior managers of the company also attended the shareholders’ meeting on site or through video, telephone and other communication means, which complies with the relevant provisions of the company law, the rules of the shareholders’ meeting and the articles of association.
Accordingly, our lawyers believe that the above-mentioned shareholders, directors, supervisors and senior managers of the company have the right to attend
3. The convener of this general meeting of shareholders is the board of directors of the company.
4. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, the company has 31 shareholders participating in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, and the total number of representative shares is 33080540, accounting for 3.1548% of the total shares of the company. The number of minority shareholders attending the on-site meeting and participating in online voting was 29, with 12967179 representative shares, accounting for 1.2366% of the total shares of the company. The above qualifications of shareholders participating in online voting have been certified by the trading system and Internet voting system of Shenzhen Stock Exchange. Accordingly, our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Voting procedures and results of this general meeting of shareholders
1. According to the review of our lawyers, the chairman of this shareholders’ meeting announced the number of shareholders and shareholders’ agents attending the meeting and the total number of voting shares held by them before the voting at the on-site meeting, which is in line with the relevant provisions of the company law, the rules of shareholders’ meeting and the articles of association.
2. According to the review of our lawyers, the matters actually considered at this shareholders’ meeting are consistent with the proposals announced by the board of directors of the company, and there is no amendment to the proposals during the deliberation of the meeting, which is in line with the relevant provisions of the company law, the rules of shareholders’ meeting and the articles of association.
3. According to the review of our lawyers, the on-site meeting of the general meeting of shareholders adopted open ballot, and the shareholders and their proxies attending the on-site meeting voted on the proposal included in the agenda of the general meeting of shareholders. The voting method complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
4. According to the review of the lawyers of the firm, the representatives of shareholders and supervisors elected at the general meeting of shareholders are jointly responsible for counting and supervising votes with the lawyers of the firm, and counting the voting results of the matters considered at the on-site meeting, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association of the company.
5. The proposal deliberated at this meeting counted and disclosed the votes of small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the shares of the company and other shareholders other than directors, supervisors and senior executives), which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association of the company.
6. According to the counting of the voting results of the on-site meeting made by the representatives of shareholders and supervisors and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, the following proposals were deliberated and adopted at the general meeting of shareholders:
(1) Deliberating the proposal on the general election of the board of directors one by one
1.01 elect Mr. Zhang Dai as a non independent director of the 10th board of directors of the company
The voting results are as follows: 309073818 shares were approved, accounting for 98.4909% of the total voting shares attending the meeting; Against 4734700 shares, accounting for 1.5088% of the total voting shares attending the meeting; Abstained 1000 shares, accounting for 0.0003% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders: 8231479 shares were agreed, accounting for 63.4793% of the shares held by minority shareholders with voting rights attending the meeting; Against 4734700 shares, accounting for 36.5130% of the shares held by minority shareholders with voting rights attending the meeting; Abstained 1000 shares, accounting for 0.0077% of the shares held by minority shareholders with voting rights attending the meeting.
1.02 elect Mr. Xu Lei as a non independent director of the 10th board of directors of the company
The voting results are as follows: 309073818 shares were approved, accounting for 98.4909% of the total voting shares attending the meeting; Against 4734700 shares, accounting for 1.5088% of the total voting shares attending the meeting; Abstained 1000 shares, accounting for 0.0003% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders: 8231479 shares were agreed, accounting for 63.4793% of the shares held by minority shareholders with voting rights attending the meeting; Against 4734700 shares, accounting for 36.5130% of the shares held by minority shareholders with voting rights attending the meeting; Abstained 1000 shares, accounting for 0.0077% of the shares held by minority shareholders with voting rights attending the meeting.
1.03 elect Mr. Li Wei as a non independent director of the 10th board of directors of the company
The voting results are as follows: 309073818 shares were approved, accounting for 98.4909% of the total voting shares attending the meeting; Against 4734700 shares, accounting for 1.5088% of the total voting shares attending the meeting; Abstained 1000 shares, accounting for 0.0003% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders: 8231479 shares were agreed, accounting for 63.4793% of the shares held by minority shareholders with voting rights attending the meeting; Against 4734700 shares, accounting for 36.5130% of the shares held by minority shareholders with voting rights attending the meeting; Abstain from 1000 shares, accounting for 50% of the shares held by minority shareholders with voting rights attending the meeting
