Beijing Jingshi law firm
About Oceanwide Holdings Co.Ltd(000046) the ninth extraordinary general meeting of shareholders in 2021
of
Legal opinion
[2021] Jingshi Zi No. 402457-1
Address: Jingshi lawyer building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing
Tel: 010-50959999 Fax: 010-50959998
Postal Code: 100025 website: www.jingsh.com com.
Beijing Jingshi law firm
On Oceanwide Holdings Co.Ltd(000046) the ninth extraordinary general meeting of shareholders in 2021
Legal opinion
[2021] Jingshi Zi No. 402457-1
To: Oceanwide Holdings Co.Ltd(000046)
Oceanwide Holdings Co.Ltd(000046) (hereinafter referred to as “the company”) the ninth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) ）The method of combining on-site voting and online voting was adopted. The on-site meeting was held at 14:30 p.m. on December 22, 2021 in the large conference room on the second floor of oceanwide international sales office at the southeast corner of Chaoyang Park Bridge, Chaoyang District, Beijing. Beijing Jingshi law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and assigned its lawyers to attend the on-site meeting of the general meeting of shareholders to witness, and in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as “the rules”)“ The rules of the general meeting of shareholders (hereinafter referred to as “the articles of association”) and the articles of Association (hereinafter referred to as “the articles of association”) provide legal opinions 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 reviewed the announcement on the resolution of the 44th interim meeting of the Oceanwide Holdings Co.Ltd(000046) 10th board of directors Notice of Oceanwide Holdings Co.Ltd(000046) on convening the ninth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “notice on convening the general meeting of shareholders”) ）And other documents and materials deemed necessary by our lawyers, 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 securities law Measures for the administration of securities legal business of law firms and rules for the practice of securities legal business of law firms (for Trial Implementation) And other legal documents and the facts that have occurred or exist before the date of issuance of this legal opinion, strictly perform their statutory duties, follow the principles of diligence and good faith, and conduct sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or material omissions.
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 together with other announcement documents to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for review and announcement, and bear the responsibility for the legal opinion issued according to law.
Based on the verification and verification of 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, the legal opinions are as follows: I. convening and convening procedures of this general meeting of shareholders
The 10th board of directors of the company held the 44th extraordinary meeting on December 6, 2021, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through qualified media on December 7, 2021. The 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 is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on December 22, 2021 in the large conference room on the second floor of oceanwide international sales office at the southeast corner of Chaoyang Park Bridge, Chaoyang District, Beijing. Luan Xianzhou, chairman of the company, presided over the shareholders’ meeting and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the Internet voting system and trading system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 22, 2021; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on December 22, 2021. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the 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 37 shareholders and their proxies (including online voting) attended the company’s general meeting, representing 3457740314 shares, accounting for 66.5436% of the total shares of the listed company.
Details of shareholders attending the meeting and their proxies (including online voting methods) are as follows:
1. According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate provided by the shareholders attending the company’s on-site meeting, A total of 9 shareholders and shareholder representatives (including shareholder agents) participated in the voting at the on-site meeting of the general meeting of shareholders, holding 3415840506 voting shares of the company, accounting for 65.7372% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 28 shareholders participated in the online voting of the general meeting of shareholders, holding 41899808 voting shares of the company, accounting for 0.8064% of the total shares of the company.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the system of the stock exchange. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with laws, administrative regulations Provisions of the rules of general meeting of shareholders and the articles of association. （2） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures and results of the general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. 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 shareholder representatives, supervisors 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 to the company by Shenzhen Securities Information Co., Ltd.
According to the results of combined online voting and on-site voting, the voting results of the proposal considered at the shareholders’ meeting are as follows: (I) proposal on adjusting the share repurchase scheme of the company;
This proposal is a special proposal, and the voting result shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
Voting: 3456670413 shares were approved, accounting for 99.9691% of the shares held by all shareholders attending the meeting; Against 1069901 shares, accounting for 0.0309% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting result: adopted
（2） Proposal on renewing the appointment of accounting firm;
This proposal is an ordinary proposal, and the voting result is that the affirmative votes account for more than half of the voting rights held by shareholders (including shareholders’ agents) attending the meeting.
Voting: 3457231013 shares were approved, accounting for 99.9853% of the shares held by all shareholders attending the meeting; Oppose 509201 shares, accounting for 0.0146% of the shares held by all shareholders attending the meeting; Abstained 100 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting.
Voting result: adopted
（3） Proposal on adding Tang Jianxin as an independent director of the 10th board of directors of the company;
This proposal is an ordinary proposal, and the voting result is that the affirmative votes account for more than half of the voting rights held by shareholders (including shareholders’ agents) attending the meeting.
Voting: 3457085813 shares were approved, accounting for 99.9811% of the shares held by all shareholders attending the meeting; Against 653600 shares, accounting for 0.0188% of the shares held by all shareholders attending the meeting; 901 shares were abstained, accounting for 0.0001% of the shares held by all shareholders attending the meeting.
Voting result: adopted
（4） Proposal on related party transactions in which the company applies to China Minsheng Banking Corp.Ltd(600016) to adjust financing related arrangements.
This proposal is an ordinary proposal, and the affirmative votes of the voting results account for more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the meeting. This proposal involves connected transactions, and the relevant connected shareholders must give up their voting rights on this proposal at the general meeting of shareholders.
Voting: 50237401 shares were approved, accounting for 98.9964% of the shares held by all shareholders attending the meeting; Oppose 509301 shares, accounting for 1.0036% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting result: adopted
Our lawyers believe that the voting procedures and results of this 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. (no text below this page)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jingshi law firm on Oceanwide Holdings Co.Ltd(000046) the ninth extraordinary general meeting of shareholders in 2021)
Beijing Jingshi law firm (seal) attorney in charge: Ding Yongju
Person in charge: Zhang Lingxiao
Attorney in charge: Ma Lei
December 22, 2021
