Utour Group Co.Ltd(002707) : legal opinion of the second extraordinary general meeting of shareholders in 2022

Beijing Jindu law firm

The second extraordinary general meeting of shareholders in 2022

Legal opinion

Beijing Jindu law firm (hereinafter referred to as the firm) accepts the entrustment of Utour Group Co.Ltd(002707) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The current effective laws, administrative regulations, rules and normative documents in the people’s Republic of China (hereinafter referred to as China), such as the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and the current effective articles of Association (hereinafter referred to as the articles of association) of the China Securities Regulatory Commission, Appoint a lawyer to witness the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 16, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders. In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Articles of Association;

2. On January 22, 2022, the company published the announcement on the resolution of the 46th meeting of the Fourth Board of directors, the announcement on the resolution of the 34th meeting of the Fourth Board of supervisors and the independent opinions of the independent directors on matters related to the 46th meeting of the Fourth Board of directors on the website of securities times, cninfo and Shenzhen Stock Exchange;

3. On January 29, 2022, the company published the announcement on the resolution of the 47th meeting of the Fourth Board of directors, the announcement on the resolution of the 35th meeting of the Fourth Board of supervisors and the independent opinions of the independent directors on matters related to the 47th meeting of the Fourth Board of directors on the website of securities times, cninfo and Shenzhen Stock Exchange;

4. The company published Utour Group Co.Ltd(002707) on convening the second extraordinary general meeting of shareholders in 2022 in the securities times, cninfo.com and the website of Shenzhen Stock Exchange on January 22, 2022

Notice, the announcement of the company on adding the interim proposal and supplementary notice of the second extraordinary general meeting of shareholders in 2022 (hereinafter collectively referred to as the notice of the general meeting of shareholders) in the securities times, cninfo.com and the website of Shenzhen Stock Exchange on January 29, 2022;

5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;

6. Registration records and certificate materials of shareholders attending the on-site meeting;

7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;

9. Other parliamentary documentation.

The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.

In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.

In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.

The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.

In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:

1、 Convening and convening procedures of this general meeting of shareholders

(I) convening of the general meeting of shareholders

On January 22, 2022, the 46th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022 on February 16, 2022.

On January 22, 2022, the company published the notice of Utour Group Co.Ltd(002707) on convening the second extraordinary general meeting of shareholders in 2022 in the form of announcement in the securities times, cninfo.com and the website of Shenzhen Stock Exchange.

On January 29, 2022, the company published the announcement of Utour Group Co.Ltd(002707) on adding the temporary proposal of the second extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders in the form of announcement on the securities times, cninfo.com and the website of Shenzhen Stock Exchange.

(II) convening of this general meeting of shareholders

1. This general meeting of shareholders is held by combining on-site meeting and online voting.

2. The on-site meeting of the general meeting of shareholders was held at 2:00 p.m. on February 16, 2022 in the large conference room on the second floor of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing. The chairman and vice chairman of the company were unable to attend the meeting due to work and other reasons. The on-site meeting was elected by more than half of the directors Guo Lei, Secretary of the board of directors, presided over the meeting.

3. The time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 1:00 to 3:00 p.m. on February 16, 2022.

Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The time for online voting is any time from 9:15 a.m. to 3:00 p.m. on February 16, 2022.

After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for 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

Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the corporate shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 10 shareholders and shareholders’ agents attending the company’s general meeting, representing 238942722 voting shares, accounting for 26.8524% of the total voting shares of the company. According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 7 shareholders participating in the online voting of the general meeting of shareholders, representing 107569316 voting shares, accounting for 12.0886% of the total voting shares of the company;

Among them, there are 8 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 21169436 voting shares, accounting for 2.3790% of the total voting shares of the company.

To sum up, the total number of shareholders attending the shareholders’ meeting is 17, representing 346512038 voting shares, accounting for 38.9410% of the total voting shares of the company.

In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, supervisors, Secretary of the board of directors, senior managers and lawyers of the firm.

The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.

(II) convener qualification

The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.

3、 Voting procedures and results of this general meeting of shareholders

(I) voting procedure of this shareholders’ meeting 1 as of the equity registration date of this shareholders’ meeting, the total share capital of the company is 906347211 shares, and the company repurchases 16508826 shares of the company through centralized bidding trading through the special securities repurchase account. According to the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 – share repurchase (SZS [2022] No. 21), the shares in the special account for share repurchase of listed companies do not enjoy the voting right of the general meeting of shareholders. Therefore, the total number of voting shares in this general meeting of shareholders is 8898385.

1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.

2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.

3. Shareholders participating in online voting shall pass the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Exchange Information Co., Ltd. provided the company with the statistical data file of online voting.

4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.

(II) voting results of the general meeting of shareholders

Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. The specific voting results are as follows:

1. Proposal on the election of non independent directors of the 5th board of directors of the company

1.01 Feng bin