Beijing Jindu law firm
About Caissa Tosun Development Co.Ltd(000796)
The second extraordinary general meeting of shareholders in 2021
Legal opinion
To: Caissa Tosun Development Co.Ltd(000796)
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as the company) 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 (revised in 2016) of the China Securities Regulatory Commission (hereinafter referred to as the rules of the general meeting of shareholders) and 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 region), the current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the current effective articles of association shall appoint lawyers to the second extraordinary general meeting of shareholders in 2021 held by the company on December 22, 2021 (hereinafter referred to as the general meeting of shareholders) witnessed and issued a legal opinion on the relevant matters of this shareholders’ meeting. Affected by the epidemic of pneumonia by New Coronavirus, the lawyer of this institute witnessed the shareholders’ meeting through video.
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. The announcement on the resolution of the 37th meeting of the ninth board of directors published on cninfo.com and the website of Shenzhen Stock Exchange on December 6, 2021; 3. The notice of Caissa Tosun Development Co.Ltd(000796) on convening the second extraordinary general meeting of shareholders in 2012 (hereinafter referred to as the notice of general meeting of shareholders) published on cninfo.com and the website of Shenzhen Stock Exchange on December 6, 2021;
4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
5. Power of attorney and certificate materials of shareholders and shareholder representatives attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 7. The proposal of the company’s general meeting of shareholders and the announcement and other documents related to the contents of relevant proposals;
8. 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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 the general meeting of shareholders 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, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to 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 the general meeting of shareholders
(i) Convening of the general meeting of shareholders
On December 3, 2021, the 37th meeting of the ninth board of directors of the company deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2021, and decided to convene the second extraordinary general meeting of shareholders in 2021 on December 22, 2021.
On December 6, 2021, the company published the notice of shareholders’ meeting on cninfo.com and the website of Shenzhen Stock Exchange in the form of announcement.
（2） Convening of this general meeting of shareholders
1. The 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 on the 29th floor, block C, Guorui building, Haikou City, Hainan Province at 15:00 p.m. on December 22, 2021. The on-site meeting was presided over by Ning Zhiqun, vice chairman.
3. The time for voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on December 22, 2021; The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on December 22, 2021.
After verification by our lawyers, 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、 Qualifications of personnel attending the shareholders’ meeting and Convener
(i) Qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate, legal representative certificate or power of attorney of the legal person shareholders attending the general meeting of shareholders and confirmed that there were 2 Shareholders and shareholder agents attending the general meeting of shareholders, representing 170279588 shares with voting rights, Accounting for 21.2054% 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., 9 shareholders participated in the online voting of the general meeting of shareholders, representing 30185741 voting shares, accounting for 3.7591% of the total voting shares of the company;
Among them, there are 10 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 41051241 voting shares, accounting for 5.1122% of the total voting shares of the company.
In conclusion, 11 shareholders attended the general meeting, representing 200465329 voting shares, accounting for 24.9645% 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 and lawyers of the firm. Some senior managers of the company attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
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. We 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, 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.
（2） Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no amendment to the original proposal or addition of new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general 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 or 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 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.
（2） Voting results of the general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting deliberated and adopted the following proposals in accordance with laws, administrative regulations, rules of shareholders’ meeting and articles of association:
1. On change of registered address and amendment
<公司章程>
Proposal for
Agreed to 200465329 shares, accounting for 100.00% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting situation of small and medium-sized investors is that they agree to 41051241 shares, accounting for 100.00% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution proposal, which has been adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective. The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and 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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