About Tibet Tourism Co.Ltd(600749)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0041
To: Tibet Tourism Co.Ltd(600749) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of securities legal business of law firms (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), Beijing Guofeng law firm (hereinafter referred to as the "firm") appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting"), And issue this legal opinion.
Our lawyers have checked the authenticity and legality of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, 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 matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
It is verified that this meeting was convened by the resolution of the 9th meeting of the 8th board of directors of your company and convened by the board of directors. On January 25, 2022, the board of directors of your company published on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The notice of Tibet Tourism Co.Ltd(600749) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released and posted on the website of China Securities Journal, securities times and Shanghai Stock Exchange on January 26, 2022（ http://www.sse.com.cn./ ）The first extraordinary general meeting of shareholders in 202742 {was published. These announcements set forth the time and place of the on-site meeting of the meeting, the time and specific operation process of online voting. Shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights. Shareholders have the right to attend the meeting, such as the equity registration date, registration method, contact address, contact person and other matters, At the same time, the deliberation items of this meeting are listed, and the contents of relevant proposals are fully disclosed. (II) convening of this meeting
Your company will vote at this meeting by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 14:00 p.m. on February 9, 2022 in the conference room of Xinyi Qixiu Hotel, Youyi Road, Guangyang District, Langfang City, Hebei Province (200m north of the Convention and Exhibition Center). It was presided over by Zhao Jinfeng, chairman of your company. The time of online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 9, 2022; The time for online voting through the Internet voting system is 9:15-15:00 on February 9, 2022.
It is verified that the time, place, method and topic of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, the power of attorney, the register of shareholders as of the equity registration date of the meeting and relevant shareholder identity documents, and the on-site and online voting statistical results fed back by Shanghai Stock Exchange Information Network Co., Ltd., which have been verified and confirmed by your company and our lawyers, A total of 9 shareholders (shareholders' proxies) voted on site and online at this meeting, representing 64472370 shares, accounting for 28.4062% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
After inspection, the qualifications of the above-mentioned personnel attending the on-site meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective; The qualifications of the above shareholders participating in online voting have been certified by the trading system and Internet voting system of Shanghai Stock Exchange.
3、 Voting procedures and results of various proposals at this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company's announced meeting notice. After deliberation, in accordance with the voting procedures stipulated in the articles of association and the rules of procedure of the general meeting of shareholders, the meeting voted and adopted the proposal on terminating major asset restructuring and withdrawing application documents; Voting results: 64441370 shares were approved, accounting for 99.9519% of the total number of valid voting shares held by non affiliated shareholders (shareholders' agents) attending the meeting; Against 31000 shares, accounting for 0.0481% of the total number of valid voting shares held by non affiliated shareholders (shareholders' agents) attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by non affiliated shareholders (shareholders' agents) attending the meeting.
The lawyers of the firm, the two shareholders' representatives elected on site and the supervisor's representative are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, your company will count the votes of small and medium-sized investors on relevant proposals separately and disclose the voting results separately.
After verification, the above proposal was passed by more than two-thirds of the effective voting rights held by non affiliated shareholders (shareholders' agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. This legal opinion is made in triplicate.
