Beijing Tianyuan law firm
About Center International Group Co.Ltd(603098)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 054 to: Center International Group Co.Ltd(603098)
Center International Group Co.Ltd(603098) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) was held by combining on-site voting and online voting. The on-site meeting was held at 10:30 a.m. on February 14, 2022 in the conference room of the company, No. 10, Yongchang East Fourth Road, Beijing Economic and Technological Development Zone. Beijing Tianyuan law firm (hereinafter referred to as “the firm”) has accepted the entrustment of the company to appoint its lawyers to attend the on-site meeting of the general meeting of shareholders, 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 the Center International Group Co.Ltd(603098) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement of the resolution of the 25th meeting of the Center International Group Co.Ltd(603098) third board of directors, the announcement of the resolution of the 22nd Meeting of the Center International Group Co.Ltd(603098) third board of supervisors, the notice of Center International Group Co.Ltd(603098) on convening the first extraordinary general meeting of shareholders in 2022 and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the company law, the securities law, 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 (for Trial Implementation) and the principle of good faith, the firm and its handling lawyers have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The opinions expressed are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) together with other announcement documents for announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
The lawyers of the firm have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The third board of directors of the company held the 25th meeting on January 25, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of Center International Group Co.Ltd(603098) on convening the first extraordinary general meeting of shareholders in 2022 through the designated disclosure media on January 26, 2022.
The above notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 10:30 a.m. on February 14, 2022 in the conference room of the company at No. 10, Yongchang East Fourth Road, Beijing Economic and Technological Development Zone. Mr. Liu aisen, chairman of the company, presided over the meeting and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the trading system is the trading time period on the day of the general meeting of shareholders, i.e. [9:15-9:25, 9:30-11:30, 13:00-15:00]; The specific time for voting through the Internet voting system is [9:15-15:00] on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 26 shareholders and their proxies (including online voting) attended the company’s general meeting of shareholders, holding 403075125 voting shares of the company, accounting for 74.8097% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the company’s on-site meeting According to the power of attorney, personal identity certificate and other relevant materials of shareholders, a total of 7 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 346734484 voting shares of the company, accounting for 64.3531% of the total shares of the company.
2. According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., 19 shareholders participated in the online voting of the general meeting of shareholders, holding 56337741 voting shares of the company, accounting for 10.45615% of the total shares of the company.
21 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) individually or jointly holding more than 5% of the company’s shares, representing 57640641 voting shares of the company, accounting for 10.6980% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and senior managers attended the meeting.
(II) convener of the general meeting of shareholders
The general meeting of shareholders of the company shall be convened by the board of directors.
The qualification of online voting shareholders shall be verified by the system of Shanghai Stock Exchange when they conduct online voting. After verification, our lawyers believe that the qualifications of the on-site meeting participants and the convener of the general meeting of shareholders are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice of convening the general meeting of shareholders and the supplementary notice.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the supervisors, shareholder representatives and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by the above stock exchange information network Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) deliberating the proposal on providing counter guarantee to foreign parties due to joint bid winning
Voting: 403075125 shares were approved, accounting for 100% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the total voting shares held by all shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 57640641 shares were agreed, accounting for 100% of the shares held by small and medium-sized shareholders attending the meeting; No objection shares, accounting for 0.00% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
(II) review the proposal on the estimation of the company’s daily connected transaction quota in 2022
This proposal involves related party transactions, and related shareholders Liu aisen, Longi Green Energy Technology Co.Ltd(601012) and Beijing shixingshengya Investment Co., Ltd. avoided voting.
Voting: 79380641 shares were approved, accounting for 100% of the voting shares held by non affiliated shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the total voting shares held by all shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 57640641 shares are agreed, accounting for 100% of the voting shares held by small and medium-sized investors attending the meeting; 0 shares against, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(III) review the proposal on the company’s application for comprehensive bank credit line in 2022
This proposal involves related party transactions, and related shareholders Liu aisen and Beijing shixingshengya Investment Co., Ltd. avoided voting. Voting: 210186048 shares were approved, accounting for 100% of the voting shares held by non affiliated shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the voting shares held by non affiliated shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 57640641 shares are agreed, accounting for 100% of the voting shares held by small and medium-sized investors attending the meeting; 0 shares against, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(IV) deliberating the proposal on adding the company’s comprehensive bank credit line in 2022
This proposal involves related party transactions, and related shareholders Liu aisen and Beijing shixingshengya Investment Co., Ltd. avoided voting. Voting: 210186048 shares were approved, accounting for 100% of the voting shares held by non affiliated shareholders attending the meeting; 0 dissenting shares, accounting for 0.00% of the voting shares held by non affiliated shareholders attending the meeting; Abstained 0 shares, accounting for 0.00% of the voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 57640641 shares are agreed, accounting for 100% of the voting shares held by small and medium-sized investors attending the meeting; 0 shares against, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.00% of the voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(V) review the proposal on the election of non independent directors of the Fourth Board of directors
Including the following sub proposals:
5.01 elect Liu aisen as a non independent director of the Fourth Board of directors of the company
Voting: 347736384 affirmative votes.
Among them, the voting of small and medium-sized investors is 2301900.
Voting result: adopted. 5.02 voting on the election of Li Guiru as a non independent director of the Fourth Board of directors of the company: 347736384 votes in favor. Among them, the voting of small and medium-sized investors is 2301900. Voting result: adopted. 5.03 voting on the election of Li Wenwen as a non independent director of the Fourth Board of directors of the company: 347736484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting result: adopted. 5.04 voting on the election of Jiang Dongyu as a non independent director of the Fourth Board of directors of the company: 347736484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting result: Weng Jiaen was elected as a non independent director of the Fourth Board of directors on May 5. Voting: 347734484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting results: passed (VI) deliberation on the proposal on the election of independent directors of the Fourth Board of directors, including the following sub proposal: 6.01 election of Ma Chuanqi as an independent director of the Fourth Board of directors of the company voting: 347734484 votes in favor.
Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting results: Shi Xiaomin was elected as an independent director of the Fourth Board of directors on June 2. Voting: 347734484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting results: Wang Qi was elected as an independent director of the Fourth Board of directors on June 3. Voting: 347734484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting results: the proposal on the election of non employee representative supervisors of the Fourth Board of supervisors was approved (VII), including the following sub proposal: 7.01 election of Monto as the non employee representative supervisor of the Fourth Board of supervisors of the company. Voting: 347734484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting result: Han Xin was elected as the non employee representative supervisor of the Fourth Board of supervisors of the company on July 02. Voting: 347734484 votes in favor. Among them, the voting of small and medium-sized investors is: 2300000 votes. Voting results: the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on the first extraordinary general meeting of shareholders in Center International Group Co.Ltd(603098) 2022) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
