Floor 12-14, building 2, international trade office building, No. 1, Jianguomenwai street, Beijing, China 100004
12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China
Tel: + 86 10 6563 7181 Fax: + 86 10 6569 3838
Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang law firm
About Eastern Pioneer Driving School Co.Ltd(603377)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Eastern Pioneer Driving School Co.Ltd(603377)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies and other laws and regulations, normative legal documents and the current effective articles of Association (hereinafter referred to as the articles of association), Beijing Tongshang law firm (hereinafter referred to as "the firm" and "Tongshang") accepted the entrustment of Eastern Pioneer Driving School Co.Ltd(603377) (hereinafter referred to as "the company") and assigned its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), including the convening and convening procedures, the qualification of participants Express legal opinions on the qualifications of the convener, the voting procedures of the general meeting of shareholders and the legitimacy and effectiveness of the voting results.
The firm and its handling lawyers express legal opinions in accordance with the securities law of the people's Republic of China, 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 and other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the commercial lawyer gave the following legal opinions on the shareholders' meeting: I. the convening and convening procedures of the shareholders' meeting
1.1 on January 26, 2022, the company was on the official website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Eastern Pioneer Driving School Co.Ltd(603377) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") was published on the website.
1.2 on February 10, 2022, the shareholders' meeting was held in the conference room of Eastern Pioneer Driving School Co.Ltd(603377) driving school Co., Ltd., No. 19, Jinxing West Road, Daxing District, Beijing. 1.3 upon recommendation, the general meeting of shareholders is presided over by Mr. Yan Wenhui, the director of the company. The general meeting of shareholders deliberated on the issues listed in the notice of the meeting.
1.4 the general meeting of shareholders adopts the combination of on-site voting and online voting. The online voting system is the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. 1.5 upon verification by the commercial lawyer, the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association. 2、 About the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener 2.1 the trading lawyer shall be responsible for the register of shareholders on the equity registration date of the general meeting of shareholders, the business license of the company's shareholders attending the general meeting of shareholders, the identity certificate of the legal representative The power of attorney and identity certificate of the shareholder's agent, the personal identity certificate of the natural person shareholder attending the shareholders' meeting, the power of attorney and identity certificate of the shareholder's agent were verified, and it was confirmed that there were 2 Shareholders and shareholder agents attending the on-site meeting of the shareholders' meeting, and the number of shares representing voting rights was 110353700 shares, Accounting for 15.1619% of the total shares of the company. After verification, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders are legally qualified to attend the general meeting of shareholders. 2.2 according to the statistical results of online voting after the online voting of the general meeting of shareholders, there are 9 shareholders participating in the online voting, and the number of shares representing voting rights is 269051500, accounting for 36.9659% of the total shares of the company. The qualification of shareholders participating in online voting shall be verified by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. 2.3 there are 6 shareholders ("small and medium-sized investors") who individually or jointly hold less than 5% of the company's shares and 6 authorized representatives of shareholders who participate in the on-site meeting and online voting of the general meeting of shareholders. The number of shares with voting rights is 35375500, accounting for 4.8604% of the total shares of the company, including 6 shareholders who vote through the Internet, The number of shares representing voting rights is 35375500, accounting for 4.8604% of the total shares of the company. 2.4 the directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders through on-site attendance and telephone participation, and some senior managers of the company attended the general meeting of shareholders as nonvoting delegates. It is verified that the attendees and non voting participants of the general meeting of shareholders are legally qualified to attend or attend the general meeting of shareholders. 2.5 the convener of this general meeting of shareholders is the board of directors of the company. After verification by the commercial lawyer, the qualification of the convener meets the provisions of relevant Chinese laws, regulations and the articles of association. 3、 On the voting procedures and results of the general meeting of shareholders 3.1 witnessed by the commercial lawyer, all the proposals listed in the notice of the meeting have been considered by the shareholders of the company according to the agenda of the meeting and voted by open ballot. 3.2 the shareholders' meeting adopts the combination of on-site voting and online voting. 3.3 shareholders' representatives, supervisors' representatives and commercial lawyers jointly participated in the counting and scrutinizing of votes at the meeting. The on-site voting results were announced on the spot. Neither shareholders nor shareholders' agents attending the shareholders' meeting raised any objection to the voting results
Make an objection. 3.4 in accordance with the provisions of laws and regulations, normative legal documents and the current effective articles of association, the shareholders' meeting deliberated and adopted the proposal on providing guarantee for the subsidiary Chongqing Eastern Pioneer Driving School Co.Ltd(603377) driving training Co., Ltd., the proposal on providing guarantee for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) General Aviation Co., Ltd The voting results of the proposal on the guarantee provided by the company and its subsidiaries for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) (Xihua) General Aviation Co., Ltd. are as follows:
（1） The proposal on providing guarantee for the subsidiary Chongqing Eastern Pioneer Driving School Co.Ltd(603377) driving training Co., Ltd. was deliberated and adopted
Voting results: 379405200 shares agreed, accounting for 100% of the total shares of shareholders with valid voting rights attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 35375500 shares agree, accounting for 100% of the effective voting shares of these shareholders.
（2） The proposal on the company and its subsidiaries providing guarantee for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) General Aviation Co., Ltd. was deliberated and adopted
Voting results: 379405200 shares agreed, accounting for 100% of the total shares of shareholders with valid voting rights attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 35375500 shares agree, accounting for 100% of the effective voting shares of these shareholders.
（3） The proposal on the guarantee provided by the company and its subsidiaries for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) (Xihua) General Aviation Co., Ltd. was deliberated and adopted
Voting results: 379405200 shares agreed, accounting for 100% of the total shares of shareholders with valid voting rights attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 35375500 shares agree, accounting for 100% of the effective voting shares of these shareholders.
3.5 the proposal on providing guarantee for the subsidiary Chongqing Eastern Pioneer Driving School Co.Ltd(603377) driving training Co., Ltd. and the proposal on providing guarantee for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) General Aviation Co., Ltd. by the company and its subsidiaries reviewed at the general meeting of shareholders The proposal on the guarantee provided by the company and its subsidiaries for the subsidiary Eastern Pioneer Driving School Co.Ltd(603377) (Xihua) General Aviation Co., Ltd. is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders. 3.6 Tongshang lawyer believes that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Conclusion
To sum up, the convening and convening procedures of this general meeting of shareholders comply with relevant Chinese laws and administrative regulations, the rules for the general meeting of shareholders of listed companies and the articles of association. The qualifications of the personnel attending this general meeting of shareholders, the qualifications of the convener, the voting procedures and voting results of the meeting are legal and valid.
The exchange agrees that this legal opinion shall be published as the legal document of the announcement of the general meeting of shareholders together with the resolutions of the general meeting of shareholders and other materials of the company. This legal opinion shall not be used for other purposes without the written consent of the exchange and its lawyers.
(no text below this page)
