Beijing Jindu (Guangzhou) law firm
About Ninestar Corporation(002180)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Ninestar Corporation(002180)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Ninestar Corporation(002180) (hereinafter referred to as “the company”), 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”) 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 other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as “China” for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) According to the regulations and normative documents and the articles of association of Ninestar Corporation(002180) (hereinafter referred to as the “articles of association”), a lawyer was appointed to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) held by the company on February 24, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders. In order to issue this legal opinion, the handling lawyer of the office reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. The company published on cninfo.com on February 8, 2022（ http://www.cn.info.com.cn./new/index ）(hereinafter referred to as “cninfo”) announcement on the resolutions of the 28th meeting of the 6th board of directors of nastar Co., Ltd;
3. The notice of Ninestar Corporation(002180) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) published on cninfo website on February 8, 2022;
4. The independent opinions of Ninestar Corporation(002180) independent directors on matters related to the 28th meeting of the sixth board of directors published on cninfo.com on February 8, 2022;
5. The company published Ninestar Corporation(002180) announcement on loans and related party transactions provided by the company and its controlling shareholders to Ninestar Holdings Company Limited, an overseas holding subsidiary, on cninfo.com on February 8, 2022;
6. Announcement on capital increase of its subsidiaries by Ninestar Holdings Company Limited, an overseas holding subsidiary, published on cninfo.com on February 8, 2022;
7. Announcement on share repurchase of overseas holding subsidiary Ninestar Holdings Company Limited published on cninfo.com on February 8, 2022; 8. Registration records and voucher materials of shareholders attending the on-site meeting of the company’s general meeting of shareholders;
9. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 10. The proposal of this shareholders’ meeting of the company.
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 laws and regulations in China, and does not express opinions in accordance with the laws, regulations or provisions of any other country or region other than the laws and regulations in 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 by this general meeting of shareholders 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.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the handling lawyer of the office attended the general meeting of shareholders, checked and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and now issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the relevant provisions of the articles of association of the company, the board of directors of the company published the notice of the general meeting of shareholders on February 24, 2022 on cninfo.com on February 8, 2022. The equity registration date and time of the general meeting of shareholders shall be subject to the notice of the general meeting of shareholders, The following proposals are to be considered at this shareholders’ meeting: 1 Proposal on the provision of loans and related party transactions by the company and its controlling shareholders to Ninestar Holdings Company Limited, an overseas holding subsidiary
2. Proposal on capital increase of overseas holding subsidiary Ninestar Holdings Company Limited to its subsidiaries
3. Proposal on share repurchase of Ninestar Holdings Company Limited, an overseas holding subsidiary 4 Proposal on Amending the shareholders’ agreement of Ninestar Holdings Company Limited
5. Proposal on the election of non employee supervisors of the sixth board of supervisors
(II) convening of this general meeting of shareholders
This general meeting of shareholders adopts the combination of on-site meeting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 24, 2022 in the conference room of the company on the 7th floor, building 01, No. 3883 Zhuhai Avenue, Xiangzhou District, Zhuhai. The meeting was presided over by Mr. Wang Dongying, chairman of the company. The shareholders and their representatives (or agents) attending the shareholders’ meeting deliberated on the matters listed in the notice of shareholders’ meeting and exercised their voting rights.
The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 24, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 24, 2022.
After verification by the lawyer in charge of the office, the actual time, place, method and proposal of the on-site meeting of the general meeting of shareholders are consistent with the time, place, method and deliberation items specified in the notice of the general meeting of shareholders. In conclusion, our lawyers believe that the convening and convening of this general meeting of shareholders has performed the legal procedures and is in line with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
According to the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholder shareholding certificate of the personnel attending the general meeting of shareholders, the certificate of legal representative and / or the power of attorney of the shareholders, as well as the relevant information provided by Shenzhen Securities Information Co., Ltd. to participate in the online voting of the general meeting of shareholders, A total of 110 shareholders and shareholder representatives (or agents) attended the on-site meeting of the general meeting of shareholders and participated in online voting, representing 549671470 voting shares of the company, accounting for 38.9579% of the total voting shares of the company, including:
1. A total of 7 shareholders and their representatives (or agents) attended the on-site meeting of the general meeting of shareholders, representing 482726547 voting shares of the company, accounting for 34.2132% of the total voting shares of the company;
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 103 shareholders voted through the online voting system at the shareholders’ meeting, representing 66944923 voting shares of the company, accounting for 4.7447% of the total voting shares of the company. The identity of the aforesaid shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd;
3. A total of 108 minority shareholders and shareholder representatives (or agents) attended the on-site meeting and online voting of the general meeting of shareholders, representing 67548010 voting shares of the company, accounting for 4.7875% of the total voting shares of the company. Among them, 5 minority shareholders and shareholder representatives (or agents) who individually or jointly hold less than 5% of the company’s shares attended the on-site meeting, representing 603087 voting shares of the company, accounting for 0.0427% of the total voting shares of the company; There are 103 minority shareholders and shareholder representatives (or agents) voting online, representing 66944923 voting shares of the company, accounting for 4.7447% of the total voting shares of the company.
Seven directors, one supervisor and three senior managers of the company (the number of senior managers serving as directors is not double counted) attended the on-site meeting of the general meeting of shareholders as nonvoting delegates, while the remaining directors, supervisors and senior managers did not attend the on-site meeting due to official duties.
Lawyer you Guojie and Lawyer Zhang Yali attended the on-site meeting of the general meeting of shareholders as witness lawyers. 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. The lawyers of the exchange 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, the lawyers of the exchange 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) qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which meets the convener qualification specified in the company law, rules of general meeting of shareholders and other laws and regulations and the articles of association.
3、 New or temporary proposals
After verification by the lawyer in charge of the office, the proposals considered at the general meeting of shareholders have been listed in the notice of general meeting of shareholders, and the specific contents of the proposals have been announced. There is no situation of modifying the original proposal or adding new proposals at the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopted a combination of on-site voting and online voting, and voted on all the proposals listed in the notice of general meeting of shareholders one by one.
After verification, the shareholders attending the on-site meeting of the general meeting of shareholders voted on the proposals specified in the notice of the general meeting of shareholders by open ballot. Two shareholders’ representatives and one supervisor’s representative elected by the general meeting of shareholders and the handling lawyer of the exchange jointly counted and supervised the on-site voting.
Shareholders participating in online voting conducted online voting through the trading system of Shenzhen Stock Exchange or the Internet voting system within the effective time of online voting. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
(II) voting results
According to the counting and monitoring results of the votes of the on-site meeting of the general meeting of shareholders by the relevant shareholder representatives, supervisors and the handling lawyers of the exchange, and the statistical results of participating in the online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., the voting results of the general meeting of shareholders are as follows:
1. Proposal on the provision of loans and related party transactions by the company and its controlling shareholders to Ninestar Holdings Company Limited, an overseas subsidiary
Voting results: 129114070 shares were approved, accounting for 92.5035% of the total number of valid voting shares held by shareholders attending the meeting; 10463484 opposed shares, accounting for 7.4965% of the total number of valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 57084526 shares are agreed, accounting for 84.5096% of the total number of valid voting shares held by small and medium-sized shareholders attending the meeting; 10463484 opposed shares, accounting for 15.4904% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
According to the company law, the articles of association and other relevant provisions, this proposal shall be adopted by the general meeting of shareholders by ordinary resolution, that is, it shall be approved by more than half of the voting rights held by non affiliated shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the above voting results, this proposal
