Beijing Yunting law firm
About Shenzhen Stock Exchange on Beijing Transtrue Technology Inc(002771)
Legal opinions on matters related to the letter of concern
To: Beijing Transtrue Technology Inc(002771)
Beijing Yunting law firm (hereinafter referred to as "the firm") accepts the entrustment of Beijing Transtrue Technology Inc(002771) (hereinafter referred to as " Beijing Transtrue Technology Inc(002771) " or "the company"), This legal opinion is issued after verifying the relevant legal matters involved in the letter of concern on Beijing Transtrue Technology Inc(002771) of Shenzhen Stock Exchange (hereinafter referred to as the "letter of concern") (cgxh [2021] No. 403) (hereinafter referred to as the "letter of concern").
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations Normative documents and the articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, strictly perform the legal responsibilities for the facts that have occurred or exist before the issuance date of this legal opinion, and issue this legal opinion after full verification and verification.
In order to issue this legal opinion, our lawyer makes the following statements and assumptions:
1. The company has provided the lawyers of the firm with the original written materials, copies, copies or oral testimony necessary for the issuance of this legal opinion.
2. The documents and materials provided by the company to our lawyers are true, accurate, complete and effective without concealment, falsehood and omission. If the documents and materials are copies or copies, they shall be consistent and consistent with the original.
3. For the fact that it is very important for our lawyers to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, the company and its authorized representatives or other intermediaries.
4. Non legal matters such as accounting, audit and evaluation may be mentioned in this legal opinion. These matters are not the scope of our lawyers' verification and legal opinions. They are all the references of our lawyers to the audit report, evaluation report, capital verification report, authentication report or documents provided by the company after performing the general duty of care, The relevant quotation does not mean that our lawyers make any express or implied commitment and guarantee for the authenticity, accuracy, integrity and legitimacy of such statements, data and conclusions.
5. This legal opinion is only for the purpose of the company's reply to the letter of concern, and shall not be used for any other purpose without the written consent of the exchange.
6. The exchange agrees to announce this legal opinion together with other information disclosure materials of the company, and is willing to bear corresponding legal liabilities.
7. The exchange agrees that the company shall quote the contents of this legal opinion in part or in whole in other information disclosure materials according to the requirements of Shenzhen Stock Exchange, but shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents.
Based on the above statements and assumptions and in accordance with the provisions of relevant laws and regulations, the legal opinions issued by our lawyers are as follows:
Contents of legal opinions required in the letter of concern: Maya, the director of your company, believes that the contents disclosed in the announcement are seriously untrue, inaccurate and incomplete. Please explain the above situation in detail, and your company shall check whether the above situation is true. Ask a lawyer to check and express clear opinions.
1、 Verification procedure
Our lawyers have adopted the following procedures for verification, including but not limited to:
1. Consult the announcement on the uncontrolled information of company seals and licenses (announcement Code: 2021-037) (hereinafter referred to as the "uncontrolled announcement") disclosed by the company on the website of Shenzhen Stock Exchange;
2. Refer to the articles of association and Beijing Transtrue Technology Inc(002771) information disclosure system;
3. Consult Du Yi and Tan Wei's employment documents;
4. Refer to the power of attorney signed by he Xiaobo on April 15, 2020;
5. Check the registration form of financial use seal and video files provided by Du Yi through OA system on March 2, 2021;
6. Consult relevant meeting materials of the 11th meeting of the 4th board of directors of the company;
7. Refer to the Beijing Transtrue Technology Inc(002771) seal management system (hereinafter referred to as the seal management system) adopted by the company at the 11th meeting of the Fourth Board of directors;
8. Check the letters sent by he Xiaobo to Du Yi and Tan Wei on November 16, 2021;
9. Refer to the reply sent by Du Yi to he Xiaobo on November 19, 2021;
10. Check the screenshot of Tan Wei's reply to he Xiaobo on November 21, 2021;
11. Refer to the notification letter issued by Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan on November 25, 2021;
12. Refer to the release of directors of Maya issued by the company's director Maya on November 26, 2021
<关于公司印章、证照资料失控的公告>
Dissenting opinions;
13. Refer to the second notification letter issued by Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan on November 26, 2021;
14. Check the wechat and e-mail of independent director Lv Tiantian's reply to the out of control announcement;
15. Refer to the text of out of control announcement signed by he Xiaobo, Wang Xiaogang, Li Chunyou, Shi Yajun, Lei Yutian and independent directors Yao Jianlin and Yao Hongwei;
16. Inquire about similar announcements of other listed companies;
17. Interview he Xiaobo, the legal representative of the company;
18. Refer to the exclusive entrustment reduction agreement, the supplementary agreement to the exclusive entrustment reduction agreement, the trading plan, the share transfer agreement between Suzhou Longyue Holding Co., Ltd. and Wang Guohong, Hu Xiaozhou, etc. on Beijing Transtrue Technology Inc(002771) , and the voting right entrustment agreement between Suzhou Longyue Holding Co., Ltd. and Wang Guohong;
19. Refer to the letter of commitment issued by Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang, Wu Lan and others to Suzhou Longyue Holding Co., Ltd. on August 24, 2019;
20. Refer to the letter of commitment issued by Hu Xiaozhou to Suzhou Ruiming Information Technology Co., Ltd. on August 24, 2019
21. Refer to (2020) Su 05 min Chu No. 1009 civil judgment;
22. Refer to the announcement on judicial freezing of some shares of persons acting in concert of controlling shareholders (announcement Code: 2021-027) disclosed by the company on the website of Shenzhen Stock Exchange
23. The Secretary of the board of directors of the company sent a letter to Ma ya, the director of the company, to verify the relevant situation. As of the date of issuance of this legal opinion, Ma ya, the director of the company, did not reply to the lawyer of the firm for confirmation or provide relevant materials;
24. Refer to the declaration letter issued by the company.
2、 Verification contents and opinions
(i) On the authenticity and accuracy of the information disclosed in the out of control announcement
1. Original storage of company seals, certificates and licenses
According to the employment documents provided by the company and the interview of our lawyers with he Xiaobo, the chairman and legal representative of the company, Du Yi served as the financial director of the company's multimedia sector and Tan Wei served as the deputy general manager of the company's multimedia financial management center from December 2019 to the date of disclosure of the out of control announcement.
On April 15, 2020, he Xiaobo, the legal representative and chairman of the company, issued the letter of authorization, authorizing Du Yi, the financial director of the multimedia section of the company, to keep the company's business license, official seal, legal person seal, special seal for contract and special seal for finance. Du Yi kept the above relevant seals and licenses of the company according to the authorization of he Xiaobo.
According to the registration form of financial seal sent by Du Yi through OA system on March 2, 2021, Tan Wei is the custodian of the company's special financial seal.
2. The board of directors of the company deliberated and approved the seal management system, which defined the custody departments of various seals of the company. On August 12, 2021, the company held the 11th meeting of the Fourth Board of directors. The meeting deliberated and adopted the seal management system with 7 votes in favor, 1 vote against and 1 abstention. The seal management system was implemented after adoption. The seal management system defines the custody departments and use specifications of various seals of the company.
3. The company requires Du Yi and Tan Wei to hand over their seals and licenses
On November 16, 2021, he Xiaobo, the chairman and legal representative of the company, sent a letter to Du Yi and Tan Wei, requesting them to hand over the official seal, special financial seal and personal seal of the legal representative to the competent safekeeping Department / personnel before November 19, 2021 in accordance with the provisions of the company's seal management system, Submit the original and copy of the company's business license to the designated personnel of the company's headquarters office for unified custody.
On November 19, 2021, Du Yi wrote back to he Xiaobo. In the reply, Du Yi said that he had received the notice letter from he Xiaobo requesting to hand over the company's official seal, special financial seal, personal seal of legal representative and original and duplicate copies of business license, but he also received the five natural person shareholders of the company, Kingdom Hong, Hu Xiaozhou, Maya, Chen Ruiliang According to the letter from Wu Lan (hereinafter referred to as "Wang Guohong and other five shareholders"), Wang Guohong and other five shareholders have learned of the above notice of he Xiaobo and put forward clear requirements to him. They do not agree that he Xiaobo will hand over the above license and seal of the company according to the instructions of he Xiaobo, but should maintain the current management status.
On November 21, 2021, Tan Wei replied by SMS to he Xiaobo that "I don't have the relevant seal".
As of the date of the company's disclosure of the out of control announcement, Du Yi and Tan Wei have not handed over relevant seals and licenses. 4. The company's seals and licenses have been out of control
According to Article 61 of the civil code of the people's Republic of China, "in accordance with the provisions of the law or the articles of association of a legal person, the person in charge of civil activities on behalf of the legal person shall be the legal representative of the legal person. The legal consequences of civil activities undertaken by the legal representative in the name of the legal person shall be borne by the legal person." According to Article 8 of the articles of association, "the chairman is the legal representative of the company". He Xiaobo is the chairman and legal representative of the company and has the right to represent the company.
On April 15, 2020, he Xiaobo, the legal representative of the company, signed the power of attorney, authorizing Du Yi to keep the company's business license, official seal, corporate seal and special financial seal. Du Yi kept the above relevant seals and licenses as authorized by he Xiaobo, and Tan Wei kept the special financial seal together with Du Yi. On November 16, 2021, he Xiaobo, the legal representative of the company, informed Du Yi and Tan Wei by letter to hand over relevant seals and certificates to the competent safekeeping Department / personnel of the company. He Xiaobo revoked the above authorization with practical action. Du Yi and Tan Wei continued to hold relevant seals and certificates, which has lost their right basis.
According to the seal management system approved by the board of directors of the company, Du Yi and Tan Wei have no right to keep the above relevant seals and licenses. He Xiaobo, the chairman and legal representative of the company, sent a letter asking Du Yi and Tan Wei to hand over the above relevant seals and licenses to the competent safekeeping Department / personnel of the company. They did not hand over. As of the date of the company's disclosure of the out of control announcement, they had not handed over, and the company had lost control of the above relevant seals and licenses.
In conclusion, our lawyers believe that as of the date of disclosure of the out of control announcement, the company has lost control of the above relevant seals and licenses, and the out of control information disclosed in the out of control announcement is true and accurate.
（2） Integrity of the information disclosed in the out of control announcement
1. Contents disclosed in the out of control announcement
After verification by our lawyers, the contents disclosed in the uncontrolled announcement are: the basic situation of the uncontrolled information of the company's seals and licenses; Measures taken by the company; Risk tips and related instructions.
After investigation, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange, the Beijing Transtrue Technology Inc(002771) information disclosure system and other relevant provisions do not specify the specific contents to be disclosed in the out of control announcement, and there are no relevant information disclosure guidelines and information disclosure announcement format guidelines.
The lawyers of the exchange searched the announcement on uncontrolled information of company seals and licenses (Announcement No.: 2021-030) disclosed in the announcement on similar information disclosure disclosed by other listed companies: Jiangxi Selon Industrial Co.Ltd(002748) (securities code: 002748); Zhejiang Juli Culture Development Co.Ltd(002247) (securities code: 002247) disclosed the announcement on the uncontrolled seal and license data of the company and its subsidiaries (Announcement No.: 2019-126); According to the announcement on the loss of official seal (Announcement No.: pro 2021-052) disclosed by St Zhongchang (securities code: 600242), the content structure disclosed in the company's out of control announcement is basically consistent with that of similar information disclosure announcements of other listed companies.
2. Basic information of the company's seals and licenses out of control
The out of control announcement disclosed the basic situation that the company's seals and license materials were out of control. Our lawyers noted that although the announcement did not disclose that he Xiaobo, the chairman and legal representative of the company, had authorized Du Yi to keep the seals and license materials, it did not have a substantive impact on the integrity of the information disclosure in the out of control announcement.
3. Measures taken by the company
The runaway announcement disclosed that the company will take legal and compliance methods including but not limited to civil litigation to recover or reissue the company's relevant seals and licenses.
Our lawyers believe that the company has the right to recover or reissue the relevant seals and licenses of the company in a legal and compliant manner.
4. Risk tips and related instructions
Article 13 of the measures for the assessment of information disclosure of listed companies of Shenzhen Stock Exchange stipulates: "the exchange assesses the effectiveness of information disclosure of listed companies, focusing on the following aspects: (I) whether the disclosed information reflects the company's situation, fully and timely prompt possible uncertainties and risks, and the text is easy to understand..."
Our lawyers believe that the company, as an information disclosure obligor, made risk tips in the out of control announcement, which meets the information disclosure requirements of Shenzhen Stock Exchange.
In conclusion, our lawyers believe that although the uncontrolled announcement does not disclose that he Xiaobo, the chairman and legal representative of the company, authorized Du Yi to keep seals and license materials, it does not have a substantive impact on the integrity of information disclosure.
