Guantao Zhongmao law firm, room 713, Shangxin center, No. 51, Gaoxin Road, high tech Zone, Xi'an, China
Guantao law firm 710075
Tel：86 29 88422608 Fax：86 29 88420929 Room 713 Shang Zhong Xin,No.51 Gaoxin
E-mail： [email protected]. Road, Xi'an, Shaanxi,China
http：// www.guantao. com.
Beijing Guantao (Xi'an) law firm
About Shaanxi International Trust Co.Ltd(000563)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Guan Yi Zi 2022 No. 000529
To: Shaanxi International Trust Co.Ltd(000563)
Beijing Guantao (Xi'an) law firm (hereinafter referred to as "the firm") is controlled by Shaanxi International Trust Co., Ltd
Entrusted by the limited company (hereinafter referred to as "the company"), the company appoints lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the extraordinary general meeting"), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This legal opinion is issued in accordance with 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 relevant laws, regulations and normative documents, as well as the relevant provisions of the company's current effective articles of association.
In accordance with the securities law, the measures for the administration of securities legal business of law firms and 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, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and honesty
The principle of credit has been fully verified and verified to ensure 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 misrepresentations
Major omissions and bear corresponding legal liabilities.
Beijing Chengdu Dalian Fuzhou Guangzhou Hong Kong Jinan Joo * Nanjing New York ^ Shanghai Shenzhen Suzhou Sydney Tianjin Toronto Wuhan Xiamen Xi'an Beijing ｜ Chengdu ｜ Dalian ｜ Fuzhou ｜ Guangdong ｜ Hong Kong ｜ Jin ｜ Joo ｜ Nanjing ｜ New York ｜ Shanghai ｜ Shenzhou ｜ Sydney ｜ Tianjin ｜ Toronto ｜ Wuhan ｜ Xiamen ｜ Xi ′ an * Guantao Zhongmao Asia Division Special (Shanghai Free Trade Zone) joint venture office ^ member office
This legal opinion is issued by our lawyer after checking and verifying the documents and materials related to the extraordinary general meeting provided by the company. It is only used by the company for the purpose of the extraordinary general meeting and shall not be used by anyone for any other purpose. The exchange hereby agrees that the company can use this legal opinion as the announcement material of the company's extraordinary general meeting and disclose it to the public together with the information of other announcements.
In accordance with the requirements of the rules of the general meeting of shareholders 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 documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 On the convening and convening procedures of this extraordinary general meeting of shareholders
1. The extraordinary general meeting of shareholders was convened by the board of directors in accordance with the resolution of the 21st Meeting of the ninth board of directors held by means of communication voting on January 20, 2021.
2. The notice on convening this extraordinary general meeting of shareholders (hereinafter referred to as the "notice") was published in the securities times and China Securities Journal designated by the China Securities Regulatory Commission on January 21, 2021, and announced on the website of Shenzhen Stock Exchange and cninfo online to notify the convening of this extraordinary general meeting of shareholders in the form of announcement. The announcement specifies the convener, on-site meeting time, meeting place, holding method, participants / non voting participants of the general meeting, proposal deliberation, registration method of shareholders' attendance at the meeting, specific operation process of shareholders participating in online voting, meeting contact information, etc, It also explains the equity registration date of shareholders who have the right to attend the meeting and their right to entrust agents to attend the meeting and vote.
3. The method of combining on-site voting and on-site voting of the shareholders' meeting shall be adopted. The on-site meeting of the company's extraordinary general meeting of shareholders was held at 14:30 p.m. on Monday, February 7, 2022 in the conference room on the 24th floor, block C, Jinqiao International Plaza, No. 50 Keji Road, high tech Zone, Xi'an. It was presided over by Chairman Xue Jimin. Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; Through the Internet voting system of Shenzhen Stock Exchange
（ http://wltp.cn.info.com.cn. ）The time for online voting is from 9:15 a.m. on February 7, 2022 to 15:00 p.m. on February 7, 2022. The time and place of this extraordinary general meeting are consistent with the announcement.
After verification, our lawyers believe that the convening and convening procedures of this extraordinary general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the current articles of association of the company.
2、 About the qualifications of the convener and the personnel attending the extraordinary general meeting of shareholders
(I) about the convener
This extraordinary general meeting of shareholders is convened by the board of directors of the company.
(II) shareholders and shareholders' representatives attending the meeting
Three shareholders, shareholders' representatives and entrusted agents attended the on-site meeting of the extraordinary general meeting, representing 2232562204 shares of the company, accounting for 56.3208% of the total shares of the company. They are all registered shareholders on the equity registration date.
A total of 32 shareholders voted at the extraordinary general meeting through the online voting system, representing 27013073 shares of the company, accounting for 0.6815% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system has been verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
A total of 35 shareholders and shareholder representatives participated in the on-site voting and online voting of the extraordinary general meeting of shareholders, representing 2259575277 shares of the company, accounting for 57.0022% of the total shares of the company. Among them, 33 small and medium-sized investors participated in the extraordinary general meeting, representing 31853853 shares of the company, accounting for 0.8036% of the total shares of the company.
(III) persons attending and attending the meeting as nonvoting delegates
In addition to the above shareholders, shareholders' representatives and entrusted agents, all directors, supervisors and Secretary of the board of directors of the company attended the extraordinary general meeting, and other senior managers of the company and lawyers hired by the company attended the extraordinary general meeting.
After verification, the lawyers of the firm believe that the qualifications of the convener of the extraordinary general meeting and the personnel attending the extraordinary general meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the current articles of association of the company, which are legal and effective.
3、 Voting procedures of this extraordinary general meeting of shareholders
1. The matters considered are as follows:
(1) Proposal on extending the validity period of the resolutions of the shareholders' meeting of the company's non-public Development Bank shares;
(2) Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors and its authorized persons to fully handle the non-public development of shares.
2. This extraordinary general meeting of shareholders of the company adopts a combination of on-site voting and online voting to vote on the matters submitted to this extraordinary general meeting for consideration and listed in the announcement one by one, and the votes are counted and monitored by the representatives of shareholders, supervisors and lawyers in accordance with the provisions of the articles of association, The votes of on-site voting and online voting shall be counted according to the specified procedures. All proposals considered at this extraordinary general meeting of shareholders have been effectively voted by shareholders attending the meeting and participating in online voting.
3. The minutes of this extraordinary general meeting of shareholders shall be signed by the directors of the company, the Secretary of the board of directors and the chairman of the meeting.
After verification, the lawyers of the firm believe that the proposals deliberated at the extraordinary general meeting are consistent with those listed in the notice, comply with the company law, rules of procedure of the general meeting of shareholders and other laws and regulations and the provisions of the current articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that:
(I) the convening and convening procedures of this extraordinary general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the current articles of association of the company.
(II) the qualifications of the personnel attending the extraordinary general meeting of shareholders and the convener are legal and valid.
(III) the voting procedures and results of this extraordinary general meeting of shareholders are legal and effective.
This legal opinion is made in quadruplicate with the same legal effect.
