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About Beijing Kangda law firm
Shenzhen Stock Exchange on Beijing Transtrue Technology Inc(002771)
Special verification opinions on the letter of concern
Kangda FA Yi Zi [2021] No. 3859
To: Beijing Transtrue Technology Inc(002771)
Beijing Kangda law firm is subject to Beijing Transtrue Technology Inc(002771) (hereinafter referred to as ” Beijing Transtrue Technology Inc(002771) ”
Or “the company”) to provide legal services to the company as the company’s perennial legal counsel. According to Shenzhen certificate
The second Department of management of listed companies of the stock exchange, on November 26, 2021
According to the requirements of the concern letter of the Company Limited (concern letter [2021] No. 403 of the company Department), our lawyer asked about relevant questions
Check and issue the special verification opinions.
With regard to the issuance of this special verification opinion, our lawyer hereby makes the following statement:
According to the basic facts that have occurred or exist before the issuance date of the special verification opinions, our lawyers
The relevant laws, regulations and normative documents in force in China are based on the verification of relevant materials and the laws of the exchange
The necessary investigation and verification of the division, and give legal opinions on this basis.
The issuance of this special verification opinion is based on the following premises: Beijing Transtrue Technology Inc(002771) all documents provided to our lawyers
The information and relevant oral statements are true, accurate, complete and effective without any falsehood or error
Guiding information; The originals of the documents provided and the signatures and seals on them are authentic; Including documents
If it is a copy or copy, it shall be consistent with the original or the original; The parties signing the relevant documents have signed the relevant documents
The signing of has obtained the required authorization or performed the necessary approval procedures; All facts and documents sufficient to affect the special verification opinions have been disclosed to the exchange without any concealment or major omission. Our lawyers rely on the supporting documents issued by relevant government departments or other units to express their opinions on the facts that are crucial to the special verification opinions and cannot be supported by independent evidence.
Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith. As of the date of issuance of this special verification opinion, they have conducted necessary verification and verification of the facts involved in relevant matters, and issued legal opinions accordingly.
This special verification opinion is only for Beijing Transtrue Technology Inc(002771) the reply to the above concern letter, and shall not be used for any other purpose. In conclusion, the lawyers of our firm, in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, issued the following special verification opinions:
Question: on November 26, 2021, your company disclosed the announcement on the uncontrolled information of the company’s seals and licenses, which said that according to the seal management system deliberated and adopted by the board of directors on August 12, Mr. He Xiaobo, the chairman and legal representative of the company, sent a letter to Du Yi and Tan Wei, who originally kept / held the company’s seals and licenses, asking them to, The company’s seals including official seal and special financial seal shall be kept by the authorized safekeeping Department / personnel, and the certificates and licenses shall be kept by the designated personnel of the company’s headquarters office. Despite repeated urging, as of the date of issuance of this announcement, the above company seals and certificates have not been handed over to the competent safekeeping Department / personnel for safekeeping. The above seals and licenses of the company have been out of control.
Our department is concerned about this. Please verify and explain the following matters:
Maya, the director of your company, believes that the contents disclosed in the announcement are seriously untrue, inaccurate and incomplete. Maya is requested to give a detailed description of the above situation, and your company is requested to check whether the above situation is true. Ask a lawyer to check and express clear opinions.
reply:
1、 Check the authenticity of the contents stated in the announcement on the control of the company’s seals and licenses
On April 15, 2020, he Xiaobo, the legal representative of the company, signed the power of attorney with the official seal of the company, The power of attorney states “due to Beijing Transtrue Technology Inc(002771) ” The legal representative of the company has changed, and Du Yi, the financial director of the multimedia section of the company, is hereby authorized to act as the custodian of the company’s business license, official seal, corporate seal, special seal for contract and special seal for finance, and fully review the relevant business documents that need to be handled with the certificate and seal of the joint stock company at this stage, including the registration of administrative, financial and tax information, Signing of external business contracts or various agreements and various certificates. The authorized person shall properly and effectively use and keep the license of the joint stock company within the scope of authorization to ensure that the legitimate rights and interests of the company are not infringed. This power of attorney shall come into force after being signed by the legal representative.
On August 12, 2021, Beijing Transtrue Technology Inc(002771) held the 11th meeting of the 4th board of directors, deliberated and adopted the seal management system, which stipulates that “the seal of China registered independent legal person company: the seal of China registered independent legal person company shall be uniformly managed by the seal management department of Beijing Transtrue Technology Inc(002771) headquarters and the seal management department of subsidiaries”, “The special financial seal and personal seal shall be kept by the first level departments of Beijing Transtrue Technology Inc(002771) headquarters and the middle seal user departments of branch (regional) companies who apply for engraving.”.
On November 16, 2021, he Xiaobo, the chairman and legal representative of the company, sent the notice on the transfer management of the original and duplicate of the company’s business license, the notice on the transfer management of the personal seal of the legal representative and the notice on the transfer of the company’s official seal to the multimedia financial management center and Du Yi, requiring the multimedia financial management center Before November 19, 2021, Du Yi shall submit the company’s official seal, the original and duplicate of business license to the designated personnel of the company’s headquarters office for safekeeping, and the personal seal of the legal representative to he Xiaobo, the company’s legal representative for safekeeping; On the same day, the notice on the transfer and management of the company’s special financial seal was issued to the multimedia financial management center, Du Yi and Tan Wei, requiring the multimedia financial management center, Du Yi and Tan Wei to hand over the company’s special financial seal to he Xiaobo, the company’s financial director, before November 19, 2021.
On December 6, 2021, the company issued a notice in the Beijing Evening News stating that ” Beijing Transtrue Technology Inc(002771) , unified social credit Code: 91110000722672781m, the company’s official seal, special financial seal, personal seal of the legal representative, and the original and duplicate of the business license are properly kept and used. It is hereby declared.”.
On December 8, 2021, the company issued the statement on the use of official seals issued by the users and reviewers of the official seals of the Fifth Sales Division, sales platform management department, marketing department, R & D department, after-sales service center, contract execution management department and other departments of the company to the lawyers of the firm, The specific process for the use of the company’s official seal is as follows: “the applicant shall initiate the application form for the use of official seal and corporate seal in advance in the company’s OA system. After being notified by the administrative department and approved by the person in charge designated by the Department, the general manager and the chairman of the company shall inform the seal keeper of the progress of relevant review and approval process.”; Mr. He Xiaobo, the legal representative / Chairman of the company, has hardly approved the process since mid April 2021 (since late February 2021 for the marketing department and may 2021 for the Fifth Sales Division); In view of the above, the actual use process of the company’s official seal is as follows: “the applicant shall initiate the application form for the use of official seal and corporate seal in advance in the company’s OA system, and the applicant can use the seal after being notified by the administrative department and approved by the person in charge designated by the Department, and the progress of relevant processes is notified to the seal keeper.”; “Since the company issued the announcement on out of control of the company’s seals and license materials on November 27, 2021, the use of the official seal has not been affected. After being notified by the administrative department, approved by the person in charge designated by the Department, and informed of the progress of relevant processes to the seal keeper, the applicant can use the seal.”.
In conclusion, our lawyers believe that although Du Yi has not handed over the company’s official seal, original / copy of business license, personal seal of legal representative and special seal for finance to the company’s headquarters office and he Xiaobo, according to the notice issued by the company in Beijing Evening News, the company’s sales division 5, sales platform management department, marketing department, R & D department, after-sales service center Before and after the issuance of the announcement on the out of control of the company’s seals and licenses, the company’s employees can still use the company’s seals and licenses normally (except for the approval of the legal representative / Chairman Mr. He Xiaobo) after performing the relevant approval process (except for the approval of the legal Representative / Chairman Mr. He Xiaobo) The license is not out of control.
（2） Check the accuracy and completeness of the contents stated in the announcement on the control of the company’s seals and licenses
According to Articles 3, 7 and 22 of the measures for the administration of information disclosure of listed companies (hereinafter referred to as the “letter Approval Measures”), the information disclosed in the announcement on the control of company seals and license materials shall be true, accurate, complete, concise, clear and easy to understand, and shall not have false records, misleading statements or major omissions; The announcement on out of control of the company’s seals and licenses is an interim report of the information discloser on “major events”, which shall explain the cause, current status and possible impact of the event.
According to the information provided by the company and verified by our lawyers, the causes of the events described in the announcement on the uncontrolled information of the company’s seals and licenses are as follows:
On August 30, 2019, the former controlling shareholders and actual controllers of the company, Wang Guohong and Hu Xiaozhou, together with the company’s shareholders Chen Ruiliang, Wu Lan and Ma ya (hereinafter collectively referred to as the “old shareholder”) and Suzhou Longyue Holding Co., Ltd. (hereinafter referred to as “Suzhou Longyue”) jointly controlled by Wang Xiaogang and he Xiaobo, signed the share transfer agreement, It is agreed that Suzhou Longyue intends to transfer 24.72 million shares of the company held by the transferor in total, and the transfer consideration is RMB 447.432 million. The transfer price shall be paid in three phases. The last phase of equity transfer shall be paid within 10 working days after the re-election of the board of directors and the board of supervisors (the old shareholders cooperate with Suzhou Longyue to restructure the board of directors and the board of supervisors of the company, and Suzhou Longyue selects 7 directors and 2 supervisors).
On September 24, 2019, the company issued the announcement on the completion of the transfer registration of some shares of the company transferred by shareholders’ agreement and the completion of the change of the controlling shareholder and actual controller of the company. According to the share transfer agreement, Wang Guohong and Hu Xiaozhou have transferred their shares of the company to Suzhou Longyue and completed the transfer registration, and the controlling shareholder of the company has been changed to Suzhou Longyue, The actual controller was changed to Wang Xiaogang.
On November 11, 2019, the company held the first extraordinary general meeting of shareholders in 2019 to restructure the board of directors and the board of supervisors in accordance with the share transfer agreement.
On April 5, 2020, because Suzhou Longyue defaulted on the equity transfer price of 128972800 yuan and overdue payment interest to the old shareholders, on the premise that he Xiaobo promised to lead Longyue holdings to pay the share transfer price to the old shareholders as soon as possible, the old shareholders and Mr. He Xiaobo reached an agreement: (1) the old shareholders obtained control of the company’s official seal; (2) Why the legal representative of the company will be changed to Mr. Xiaobo; Third, Longyue holdings will pay the share transfer price to us as soon as possible.
On April 14, 2020, the company held the 2019 annual general meeting of shareholders. The old shareholders voted in favor of the proposal that the legal representative of the company should be assumed by the general manager as Article 8 of the articles of association, and agreed that the chairman of the company (Mr. He Xiaobo) should be the legal representative of the company.
On April 15, 2020, he Xiaobo issued the power of attorney to Du Yi, the employee designated by the old shareholder, who kept the company’s seal and license. The power of attorney States, “Because Beijing Transtrue Technology Inc(002771) The legal representative of the company has changed, and Du Yi, the financial director of the multimedia section of the company, is hereby authorized to act as the custodian of the company’s business license, official seal, corporate seal, special seal for contract and special seal for finance, and fully review the relevant business documents that need to be handled with the certificate and seal of the joint stock company at this stage, including the registration of administrative, financial and tax information, Signing of external business contracts or various agreements and various certificates. The authorized person shall properly and effectively use and keep the license of the joint stock company within the scope of authorization to ensure that the legitimate rights and interests of the company are not infringed. This power of attorney shall come into force after being signed by the legal representative. “.
On August 12, 2020, the old shareholder filed a lawsuit with Suzhou intermediate people’s court, requiring Suzhou Longyue to pay the overdue equity transfer price of 128972800 yuan and the overdue payment interest.
On July 23, 2021, the Suzhou intermediate people’s court made a civil judgment (2020) Su 05 min Chu No. 1009, ordering Longyue holdings to pay the equity transfer price of RMB 128972800 within 10 days from the effective date of the judgment and pay liquidated damages for overdue payment.
On August 12, 2021, Beijing Transtrue Technology Inc(002771) held the 11th meeting of the 4th board of directors, deliberated and adopted the financial management system, monetary fund management system and seal management system. The company’s director and old shareholder Maya voted against the above three proposals. According to the reply issued by Maya, (1) “revised seal management system”
