25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, High -tech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 28 62088000 Fax: + 86 28 6208 8111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
About Chengdu Wintrue Holding Co.Ltd(002539)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
[2022] Zhonglun Chenglv (see) Zi No. 056584-0006-020701 to: Chengdu Wintrue Holding Co.Ltd(002539)
According to 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”) The provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) of China Securities Regulatory Commission, Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as “Zhonglun” or “the firm”) appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) of Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as “the company” or ” Chengdu Wintrue Holding Co.Ltd(002539) “), and witnessed the relevant matters 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 and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association;
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2. Announcement of resolutions of the 31st meeting of the 5th board of directors of the company;
3. Announcement of the resolution of the 14th meeting of the 5th board of supervisors of the company;
4. Independent opinions of the company’s independent directors on matters related to the 31st meeting of the Fifth Board of directors; 5. Prior approval opinions of the independent directors of the company on matters related to the 31st meeting of the Fifth Board of directors;
6. Notice of the company on convening the first extraordinary general meeting of shareholders in 2022;
7. Registration documents and certificates of shareholders attending the general meeting of shareholders of the company;
8. Documents of the first extraordinary general meeting of shareholders in 2022.
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 business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers provide the following opinions on relevant legal issues such as the convening and convening of the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
According to the announcement of the resolution of the 31st meeting of the Fifth Board of directors and the notice of the company on convening the first extraordinary general meeting of shareholders in 2022, this general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company published the notice on convening the shareholders’ meeting in the form of announcement on January 15, 2022. After verification, the time, method and content of the company’s meeting notice comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The general meeting of shareholders was held at 14:00 p.m. on Monday, February 7, 2022 in the conference room Chengdu Wintrue Holding Co.Ltd(002539) on the 4th floor of Huijing building, No. 969, middle section of Shulong Avenue, Xindu District, Chengdu by combining on-site voting and online voting, The voting system of Shenzhen stock exchange is provided to shareholders through the Internet trading platform and online voting system. The time of online voting is February 7, 2022. The specific time of online voting 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; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 7, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
According to the notice of the company on convening the first extraordinary general meeting of shareholders in 2022, the persons entitled to attend the general meeting of shareholders include:
1. Shareholders holding shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration date (January 26, 2022), the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company.
According to the statistical results of the on-site meeting and the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 69 shareholders and shareholder agents attended the shareholders’ meeting, with 565712622 representative shares, accounting for 57.4273% of the total 985093500 voting shares of the company. Among them, 10 shareholders and shareholders’ agents attended the on-site meeting, and the number of representative shares was 448938319, accounting for 45.5732% of the total voting shares of the company; A total of 59 shareholders voted online, and the number of representative shares was 116774303, accounting for 11.8541% of the total voting shares of the company.
The convener of the general meeting of shareholders is the board of directors of the company, and Ms. Mou Jiayun, the chairman of the company, is the host of the on-site meeting of the general meeting of shareholders. The lawyer and convener of the firm jointly verified the legitimacy of the qualifications of shareholders and shareholders’ agents attending the on-site meeting; The qualification of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. Therefore, our lawyers believe that the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting adopted a combination of on-site open voting and online voting to vote on the proposal of the shareholders’ meeting. The data of online voting is provided by Shenzhen Securities Information Co., Ltd. The shareholders’ meeting scrutinized the votes in accordance with the provisions of the articles of association and announced the voting results on the spot.
The voting of the proposals of the general meeting of shareholders is as follows:
1. Review the proposal on the company’s compliance with the conditions for non-public development of shares
The voting status of the proposal is: 565583222 shares in favor (accounting for 99.9771% of the total voting shares attending the meeting), 129400 shares against (accounting for 0.0229% of the total voting shares attending the meeting) and 0 shares abstained (accounting for 0.0000% of the total voting shares attending the meeting).
Among them, the voting situation of small and medium-sized investors (referring to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below) is: agree to 117513073 shares (accounting for 99.8900% of the total shares held by small and medium-sized investors attending the meeting) 129400 shares were opposed (accounting for 0.1100% of the total shares held by small and medium-sized investors attending the meeting) and 0 shares were abstained (accounting for 0.0000% of the total shares held by small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the shareholders with voting rights attending the general meeting of shareholders.
2. Review the proposal on the company’s non-public offering of shares item by item
In view of the fact that the shareholder Ms. Mou Jiayun intends to subscribe for the company’s non-public offering of shares, which constitutes a connected transaction, Ms. Mou Jiayun and her concerted actors need to avoid voting on the proposal, so Ms. Mou Jiayun and her concerted actors, Mr. Song Rui, Mr. Zhang Mingda, Zhuhai abama asset Management Co., Ltd. – abama Yuanxiang dividend No. 99 private securities investment fund Zhuhai abama Asset Management Co., Ltd. – abama Yuanxiang dividend No. 100 private securities investment fund held 431826549 shares in total, and did not participate in the voting of the following sub proposals.
The shareholders attending the shareholders’ meeting voted on the following proposals one by one. The voting conditions are as follows:
2.01 type and par value of shares issued
The voting status of the proposal is: 133756673 shares in favor (accounting for 99.9034% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 0 shares abstained (accounting for 0.0000% of the total voting shares of non affiliated shareholders attending the meeting).
Among them, the voting conditions of small and medium-sized investors are: 117513073 shares agreed (accounting for 99.8900% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 0 shares abstained (accounting for 0.0000% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.02 issuing method and time
The voting status of the proposal is: 133756573 shares in favor (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting).
Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.03 issuing object and subscription method
The voting status of the proposal is: 133756573 shares in favor (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting).
Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by non affiliated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by non affiliated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by non affiliated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.04 issue price and pricing principle
The voting status of the proposal is: 133705673 shares in favor (accounting for 99.8653% of the total voting shares of non affiliated shareholders attending the meeting), 180300 shares against (accounting for 0.1347% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 99.8653% of the total voting shares of non affiliated shareholders attending the meeting)
