Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty ancisco Almaty
23-31 / F, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Costar Group Co.Ltd(002189)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”), appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) by video and issued this legal opinion.
In order to issue this legal opinion, our lawyers attended the meeting and, 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) In accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms and the articles of association of Costar Group Co.Ltd(002189) (hereinafter referred to as the “articles of association”), and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, the lawyers of the firm have consulted the documents that the lawyers of the firm consider necessary for issuing this legal opinion, Carefully checked the legitimacy and effectiveness of the convening and convening procedures of the meeting, the qualifications of participants, voting methods and voting procedures.
The company has assured the exchange that the documents and materials required for issuing this legal opinion are true, accurate, complete and free of major omissions.
Our lawyers agree to announce this legal opinion as a necessary legal document of this meeting, and bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and convening procedures of this meeting
1. After verification, the convening proposal of this meeting was voted and adopted at the 23rd Meeting of the Fifth Board of directors held on December 27, 2021.
2. On December 28, 2021, the company announced the notice of convening the meeting through the websites of Shenzhen Stock Exchange and cninfo. Com. The notice listed the time, place, meeting method, participants, meeting registration method, shareholder voting method and other matters of the meeting, and fully disclosed the topics to be considered at the meeting.
3. The company provides online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange at 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 12, 2022, and provides online voting platform to all shareholders at any time from 9:15 a.m. to 15:00 a.m. on January 12, 2022 through the Internet voting system of Shenzhen Stock Exchange.
4. At 15:00 on January 12, 2022, the on-site meeting of the meeting was held as scheduled. Mr. Li Zhichao, director and general manager of the company, presided over the meeting.
The lawyers of the firm believe that the convening, notice, method and procedure of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualifications of convener and attendees of the meeting
1. The convener of this meeting is the board of directors of the company.
2. After verification, there are 9 shareholders, shareholder representatives or entrusted agents attending the meeting, with 114081255 representative shares, accounting for 43.4751% of the total voting shares of the company.
(1) According to the register of shareholders of the company provided by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the afternoon of the equity registration date of the meeting (January 6, 2022), our lawyers reviewed the identity certificates and authorization documents of shareholders, shareholder representatives or entrusted agents attending the on-site meeting of the meeting, It is confirmed that there are 3 shareholders, shareholder representatives and entrusted agents attending the meeting, with 113964755 representative shares, accounting for 43.4307% of the total voting shares of the company.
(2) The qualification of shareholders attending the meeting by online voting is verified by Shenzhen Securities Information Co., Ltd., the provider of online voting system. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 6 shareholders who vote effectively through online voting, representing 116500 shares, accounting for 0.0444% of the total voting shares of the company.
3. Some directors, supervisors, Secretary of the board of directors and lawyers of the firm attended the meeting, and some senior managers of the company attended the meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the convener and attendees of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Provisional proposals for this meeting
There is no provisional proposal at this meeting.
4、 Voting procedures and results of this meeting
The shareholders, shareholders’ representatives or entrusted agents attending the meeting reviewed the proposals listed in the notice of the meeting. After verification, the proposals considered at this meeting are consistent with those listed in the company’s notice on this meeting.
Shareholders, shareholders’ representatives or entrusted agents attending the meeting voted on the proposals listed in the notice of the meeting by on-site voting or online voting in accordance with the provisions of the company law and the articles of association. Among them, the on-site voting is conducted by open ballot. The vote teller and scrutineer elected by the meeting supervise, count and count the votes according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. The chairman of the meeting announced the on-site voting results on the spot, and the shareholders, shareholder representatives or entrusted agents attending the on-site meeting did not raise any objection to the on-site voting results; Shenzhen Securities Information Co., Ltd. provided the statistical table of online voting results of this meeting.
Through video witness, our lawyers confirmed that the following proposals were considered and adopted at the general meeting of shareholders:
1. The proposal on resignation and election of directors was considered and adopted
Voting results: 114081255 shares were approved, accounting for 100.00% of the valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting rights to attend the meeting.
2. The proposal on repurchase and cancellation of some equity incentive restricted shares was deliberated and adopted
Voting results: 114081255 shares were approved, accounting for 100.00% of the valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the effective voting rights to attend the meeting.
Our lawyers believe that the proposals considered at this meeting have been effectively voted through; The voting procedures and results of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening, convening and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders and the articles of association, the convener and the participants have legal and effective qualifications, and the voting procedures and voting results of the meeting are legal and effective.
This legal opinion is made in duplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Costar Group Co.Ltd(002189) 2022)
Head of Beijing Zhonglun law firm (seal):
Xue Bing Zhang
Handling lawyer:
Liu Yanan
Handling lawyer:
Sun Yi
January 12, 2022
