Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
The second extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
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Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
The second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Costar Group Co.Ltd(002189)
Entrusted by Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appointed its lawyers to witness the second extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and issued this legal opinion.
In order to issue this legal opinion, our lawyers witnessed the general meeting of shareholders of the company, and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) In accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms and the articles of association of Costar Group Co.Ltd(002189) (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have consulted the documents that our lawyers consider necessary for issuing this legal opinion, Carefully checked the legitimacy and effectiveness of the convening and convening procedures of the general meeting of shareholders, the qualification of participants (but excluding the qualification of online voting shareholders), voting methods and voting procedures.
The company has assured the exchange that the documents and materials provided by it for issuing this legal opinion are true, accurate, complete and free of major omissions.
Our lawyers agree to announce this legal opinion as a necessary legal document for the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and convening procedures of this general meeting of shareholders
1. After verification, the convening proposal of this general meeting of shareholders was voted and adopted at the 26th (Interim) meeting of the Fifth Board of directors held on January 24, 2021.
2. On January 25, 2022, the company passed the website of Shenzhen Stock Exchange and http://www.cn.info.com.cn The notice of convening the general meeting of shareholders is announced on the website (Announcement No.: 22-007). These notices set out the time, place, meeting method, attendees, meeting registration method, shareholders’ voting method and other matters of the general meeting of shareholders, and fully disclosed the proposed matters to be considered at the general meeting of shareholders in accordance with the requirements of the rules of general meeting of shareholders.
3. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange on February 11, 2022 at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m, Through the Internet voting system of Shenzhen Stock Exchange, a voting platform in the form of network will be provided to all shareholders at any time from 9:15 a.m. to 15:00 a.m. on February 11, 2022.
4. On February 11, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled. Mr. Li Zhichao, director and general manager of the company, presided over the general meeting of shareholders.
Accordingly, our lawyers believe that the convening, notification, convening methods and procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of the convener and attendees of the general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. After verification, there are 9 shareholders, shareholder representatives or entrusted agents attending the general meeting of shareholders, with 6180348 representative shares, accounting for 2.3553% of the total voting shares of the company.
(1) According to the register of shareholders of the company registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the closing of the market on the afternoon of February 8, 2022 provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, The identity documents and authorization documents of shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders were reviewed, and it was confirmed that there was a total of one shareholder, shareholder representative and shareholder entrusted agent attending the general meeting of shareholders, with 3760848 representative shares, accounting for 1.4332% of the total voting shares of the company.
(2) The qualification of shareholders attending the shareholders’ meeting by online voting is verified by Shenzhen Securities Information Co., Ltd., the provider of online voting system. According to the data provided by Shenzhen Securities Information Co., Ltd., there are a total of 8 shareholders voting effectively through online voting, representing 2419500 shares, accounting for 0.9220% of the total voting shares of the company.
3. Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
Accordingly, our lawyers believe that on the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the provisions of the articles of association, the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Interim proposals of the general meeting of shareholders
There is no temporary proposal at this shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting reviewed the proposals listed in the notice of the shareholders’ meeting. After verification, the proposals considered at this shareholders’ meeting are consistent with those listed in the notice and announcement of the company on this shareholders’ meeting.
In accordance with the provisions of the company law and the articles of association, the shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting voted on the proposals under consideration by means of on-site voting or online voting. Among them, the on-site voting was conducted by means of open ballot, and the vote counter elected by the meeting The scrutineer scrutinized, counted and counted the votes according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. The chairman of the meeting announced the on-site voting results on the spot, and the shareholders, shareholder representatives or entrusted agents attending the on-site meeting did not raise any objection to the on-site voting results; According to the on-site voting results uploaded by the company and combined with the online voting results carried out on the platform, Shenzhen Securities Information Co., Ltd. provides all the voting results of the general meeting of shareholders, the voting conditions of shareholders holding less than 5% and the details of all the voting conditions.
Through video witness, our lawyers confirmed that the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. The proposal on foreign investment and establishment of joint ventures and related party transactions was deliberated and adopted
Voting results: 6157348 shares were approved, accounting for 99.6279% of the valid voting shares attending the general meeting of shareholders; 23000 opposed shares, accounting for 0.3721% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
To sum up, after verification by our lawyers, the proposals considered at this general meeting of shareholders have been effectively voted through. Accordingly, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the convening, convening and voting procedures of the second extraordinary general meeting of shareholders in 2022 comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders and the articles of association, the convener and attendees have legal and effective qualifications, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
The original of this legal opinion is in duplicate, which will come into force after being signed and sealed by the lawyer of this office.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhonglun law firm on the second extraordinary general meeting of shareholders in Costar Group Co.Ltd(002189) 2022)
Head of Beijing Zhonglun law firm (seal):
Xue Bing Zhang
Handling lawyer:
Liu Yanan
Handling lawyer:
Sun Yi
February 11, 2022
