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. 300) (hereinafter referred to as “the letter of concern”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), 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 and other relevant laws and regulations In accordance with the relevant provisions of the normative documents and the articles of association of Beijing Transtrue Technology Inc(002771) (hereinafter referred to as the articles of association), in accordance with the business standards recognized by the lawyer industry, the code of ethics and the spirit of diligence, this legal opinion is issued after strictly performing the statutory duties and fully verifying the facts that have occurred or exist before the issuance date of this legal opinion.
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: please verify and explain the internal review and decision-making procedures performed in the formulation and revision of the system, whether the setting of relevant processes and authorities in the system does not meet the company’s current actual business management needs and is not operable, and whether the relevant systems are in contradiction with the existing management systems In case of conflict, whether the relevant management systems violate the company law and the articles of association. Ask a lawyer to check and express clear opinions.
Our lawyers have adopted the following procedures for verification, including but not limited to:
1. Consult the relevant meeting materials of the 11th, 12th and 14th meetings of the 4th board of directors of the company.
2. Refer to the Beijing Transtrue Technology Inc(002771) financial management system (hereinafter referred to as the financial management system), the Beijing Transtrue Technology Inc(002771) monetary fund management system (hereinafter referred to as the monetary fund management system) and the Beijing Transtrue Technology Inc(002771) seal management system (hereinafter referred to as the seal management system) deliberated and adopted at the 11th meeting of the Fourth Board of directors of the company.
3. Refer to the Beijing Transtrue Technology Inc(002771) information disclosure management system (hereinafter referred to as the information disclosure management system) deliberated and adopted at the 12th meeting of the Fourth Board of directors of the company.
4. Refer to the financial management system, monetary fund management system, seal management system and Beijing Transtrue Technology Inc(002771) major information internal reporting system (hereinafter referred to as the major information internal reporting system) deliberated and adopted at the 14th meeting of the Fourth Board of directors of the company The Beijing Transtrue Technology Inc(002771) insider information insider registration and filing system is hereinafter referred to as the insider information insider registration and filing system. 5. Review the existing main management systems formulated and implemented by the board of directors or the general meeting of shareholders of the company, Including the articles of association of Beijing Transtrue Technology Inc(002771) , the rules of procedure of Beijing Transtrue Technology Inc(002771) general meeting of shareholders, the rules of procedure of Beijing Transtrue Technology Inc(002771) board of directors, the rules of procedure of Beijing Transtrue Technology Inc(002771) board of supervisors, the management system of Beijing Transtrue Technology Inc(002771) foreign investment, the management system of Beijing Transtrue Technology Inc(002771) raised funds, the management system of Beijing Transtrue Technology Inc(002771) investor relations, the management system of Beijing Transtrue Technology Inc(002771) shareholding and change of directors, supervisors and senior executives, and Beijing Transtrue Technology Inc(002771) Management system for regulating capital transactions with related parties, accountability system for major errors in information disclosure in Beijing Transtrue Technology Inc(002771) annual report, detailed rules for the implementation of cumulative voting system at Beijing Transtrue Technology Inc(002771) general meeting, working system of Beijing Transtrue Technology Inc(002771) independent directors, management system of Beijing Transtrue Technology Inc(002771) external guarantee, management system of Beijing Transtrue Technology Inc(002771) connected transactions, working rules of Beijing Transtrue Technology Inc(002771) general manager and Beijing Transtrue Technology Inc(002771) internal audit system《 Working rules of Beijing Transtrue Technology Inc(002771) Secretary of the board of directors, working rules of Beijing Transtrue Technology Inc(002771) Audit Committee of the board of directors, working rules of Beijing Transtrue Technology Inc(002771) Nomination Committee of the board of directors, working rules of Beijing Transtrue Technology Inc(002771) remuneration and assessment committee of the board of directors, working rules of Beijing Transtrue Technology Inc(002771) strategy Committee of the board of directors, working rules of Beijing Transtrue Technology Inc(002771) Audit Committee of the board of directors and working system of Beijing Transtrue Technology Inc(002771) annual report of independent directors Management system for the preparation of Beijing Transtrue Technology Inc(002771) periodic reports, Beijing Transtrue Technology Inc(002771) on-site work system of independent directors, Beijing Transtrue Technology Inc(002771) sensitive information screening management system, Beijing Transtrue Technology Inc(002771) social responsibility system, Beijing Transtrue Technology Inc(002771) external information submission and use management system, etc. (hereinafter collectively referred to as “existing management system”);
6. Refer to the declaration letter issued by the company.
On the basis of careful verification, our lawyers issued the following legal opinions:
(i) Internal review and decision-making procedures for the formulation and revision of the system
1. The formulation and revision of relevant systems are within the scope of the board of directors
Financial management system, monetary fund management system and seal management system are the basic management systems of the company. According to Article 46 of the company law, “the board of directors is responsible to the shareholders’ meeting and exercises the following functions and powers… (10) formulate the basic management system of the company; (11) other functions and powers specified in the articles of association.” Paragraph 4 of Article 108 stipulates: “the provisions of Article 46 of this Law on the functions and powers of the board of directors of a limited liability company shall apply to the board of directors of a joint stock limited company.” Article 108 of the articles of association stipulates: “the board of directors shall exercise the following functions and powers… (10) formulate the basic management system of the company…”
According to paragraph 2 of Article 30 of the measures for the administration of information disclosure of listed companies, “the information disclosure management system of listed companies shall be reviewed and approved by the board of directors of the company and reported to the securities regulatory bureau and stock exchange of the place of registration for the record.”.
In conclusion, the formulation and revision of financial management system, monetary fund management system, seal management system and information disclosure management system belong to the scope of authority of the board of directors of the company.
2. The internal review and decision-making procedures that have been performed in the formulation and revision of the system
Paragraph 3 of Article 110 of the company law of the people’s Republic of China stipulates: “when the board of directors convenes an interim meeting, it may separately determine the notice method and time limit for convening the board of directors.” Article 111 stipulates: “a meeting of the board of directors shall be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all the directors.” Paragraph 2 of Article 117 of the articles of association stipulates that “when convening an interim meeting of the board of directors, the board of directors shall notify all directors and supervisors by hand, mail, fax, e-mail or other means specified in the articles of association 2 days before the meeting”. Article 119 stipulates that “a meeting of the board of directors shall be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all directors. When the board of directors deliberates on guarantee matters, it must be adopted by more than two-thirds of the directors present at the meeting. One person and one vote shall be adopted for the voting of a resolution of the board of directors”.
On August 9, 2021, the company delivered the notice of the 11th meeting of the 4th board of directors to all directors by personal delivery, e-mail, etc. On August 12, 2021, the 11th meeting of the 4th board of directors was held in the company’s conference room in a combination of on-site and communication. 9 directors should attend the meeting, and 9 directors actually attended the meeting. They voted one by one by open ballot, with 7 affirmative votes, 1 negative vote With one abstention vote, the financial management system, monetary fund management system and seal management system were reviewed and adopted respectively.
On August 14, 2021, the company delivered the notice of the 12th meeting of the 4th board of directors to all directors by personal delivery, e-mail, etc. On August 17, 2021, the 12th meeting of the 4th board of directors was held in the company’s conference room in a combination of on-site and communication. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The amendment was considered and adopted by open ballot with 8 votes in favor, 1 vote against and 0 abstention
<信息披露管理制度>
The motion of the.
Our lawyers believe that the formulation and revision of this system belong to the scope of the board of directors and have been deliberated and adopted by the board of directors. The internal deliberation and decision-making procedures performed in the formulation and revision of the system comply with the provisions of the company law and the articles of association.
（2） Whether the setting of relevant processes and authorities in the system does not meet the current actual business management needs of the company and is not operable
1. Our lawyers consulted the financial management system, monetary fund management system and seal management system deliberated and adopted at the 11th meeting of the Fourth Board of directors of the company.
The setting of process and authority in the financial management system includes: the preparation process and approval authority of comprehensive budget; Approval authority of special expense budget; Approval authority for expenditure exceeding budget; Purchase payment process and approval authority of payment; Approval authority for inventory counting process and inventory loss processing; Loan process and approval authority; Employee reimbursement process and approval authority; Procurement process and authority of fixed assets, low value consumables and intangible assets; Inventory process and inventory loss handling authority of fixed assets and low value consumables; External invoicing process; Guarantee issuance process; Accounts receivable write off process and approval authority; Borrowing and return process and approval authority of financial archives.
The process and authority setting in the monetary fund management system include: the principle of Hierarchical Authorization and approval shall be implemented for the use of monetary funds, and the approval authority of different amounts shall be set according to the nature of different businesses; Payment application, payment approval, payment review and payment process that must be performed in handling monetary capital business; Use authority and process of cash on hand and petty cash; Use authority and process of bank deposits, etc.
The setting of process and authority in the seal management system includes: seal engraving and use process and approval authority; Revocation process and approval authority of seal; Custody authority and use approval process of official seal and company seal; Custody authority and use approval process of special contract seal; Custody authority and use approval process of department and organization seal; Custody authority and use approval process of business seal, special financial seal, special invoice seal and personal seal; Approval process of seal lending, etc.
Our lawyers believe that there are no specific provisions in laws and regulations on the process and authority of financial, monetary capital and seal management, and our lawyers do not have the professional ability to express opinions on such illegal legal matters, It is impossible to judge whether the process and authority settings in the financial management system, monetary fund management system and seal management system meet the current actual business management needs of the company and are operable.
2. Our lawyers consulted the information disclosure management system deliberated and adopted at the 12th meeting of the Fourth Board of directors of the company.
The setting of processes and authorities in the information disclosure management system includes: management of information disclosure and responsibilities and authorities; Preparation, review and disclosure of periodic reports; Preparation and disclosure process of interim report; Information disclosure process of subsidiaries; Records, data custody authority and process of information disclosure; Confidentiality process of information disclosure, etc.
Our lawyers believe that the process and authority setting in the information disclosure management system do not violate the administrative measures for information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange.
（3） Is there any contradiction or conflict between relevant systems and existing management systems
The lawyers of the firm consulted the financial management system, monetary fund management system and seal management system deliberated and adopted at the 11th meeting of the 4th board of directors, and the information disclosure management system deliberated and adopted at the 12th meeting of the 4th board of directors, and compared the relevant contents of the existing management system of the company, The above-mentioned relevant systems are different from the existing management systems of the company in main application situations and focus areas, but some contents overlap.
Article 18 of the seal management measures deliberated and adopted at the 11th meeting of the Fourth Board of directors of the company stipulates: “the seal and supervision of the board of directors of the company
