Guantao Zhongmao law firm Xinsheng building, No. 5, Financial Street, Xicheng District, Beijing
19th floor, block B
Guangtao lawfirm 100032
Tel：86 1066578066 Fax：86 1066578016 19/F ,Tower B, Xinsheng Plaza,5 Finance http：// www.guantao. com. Street, Xicheng District, Beijing 100032, China
Beijing Guantao Zhongmao law firm
About Financial Street Holdings Co.Ltd(000402)
Legal opinion of 2021 annual general meeting of shareholders
Guan Yi Zi (2022) No. Sunflower Pharmaceutical Group Co.Ltd(002737) to: Financial Street Holdings Co.Ltd(000402)
Entrusted by Financial Street Holdings Co.Ltd(000402) (hereinafter referred to as “the company”), Beijing Guantao Zhongmao law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s current effective articles of association.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose.
Our lawyer agrees to use this legal opinion as the announcement material of the company’s shareholders’ meeting and disclose it to the public together with other information to be announced. Our lawyers guarantee that there are no false records, seriously misleading statements and major omissions in this legal opinion, otherwise they are willing to bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
1. On April 14, 2022, the 31st meeting of the ninth board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders.
2. On April 15, 2022, the company published the notice of Financial Street Holdings Co.Ltd(000402) on convening the 2021 annual general meeting of shareholders on the information disclosure newspaper China Securities Journal, securities times and cninfo.com designated by the China Securities Regulatory Commission, notifying the convening of the general meeting of shareholders in the form of announcement.
3. On May 13, 2022, the company published Financial Street Holdings Co.Ltd(000402) the suggestive announcement on convening the 2021 annual general meeting of shareholders on China Securities Journal, securities times and cninfo.com, the information disclosure newspaper designated by China Securities Regulatory Commission.
The announcement specifies the time of the shareholders’ meeting, the date of equity registration, the place of the on-site meeting, the convener, the voting method, the voting rules and other basic information of the meeting; Matters to be considered at the meeting; Meeting registration items; Meeting contact information and other matters. The publication date of the announcement is 20 days from the date of the shareholders’ meeting.
3. The shareholders’ meeting will be held at the same time as the shareholders’ meeting of the company held in Block D, Gaocheng District, Beijing on Wednesday, July 18, 2025, in combination with the announcement of the chairman of the company.
4. The time for 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 May 18, 2022; Any time from the start time of voting through the Internet voting system of Shenzhen Stock Exchange (9:15, May 18, 2022) to the end time of voting (15:00, May 18, 2022).
According to the review of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules and other relevant laws and regulations, normative documents and the articles of association.
2、 On the qualifications of the convener and the personnel attending the general meeting of shareholders
1. Convener
The shareholders’ meeting was convened by the 9th board of directors of the company.
2. Shareholders and shareholders’ representatives attending the meeting
The shareholders attending the meeting are the shareholders holding ordinary shares of the company registered in China Clearing Shenzhen Branch at the closing of the market on the afternoon of May 12, 2022.
A total of 41 shareholders participated in and authorized agents to participate in the on-site meeting and online voting of the general meeting of shareholders, holding and representing 1903150228 shares, accounting for 636733% of the total voting shares of the company.
There were 3 shareholders and their proxies attending the on-site meeting of the general meeting of shareholders, and 1099070113 shares representing voting rights, accounting for 367714% of the total shares of the company.
A total of 38 shareholders voted online at the shareholders’ meeting, representing 804080115 shares with voting rights, accounting for 269019% of the total shares of the company.
3. Persons attending and attending the meeting as nonvoting delegates
In addition to the above shareholders, shareholders’ representatives and entrusted agents, the directors and supervisors of the company attended the shareholders’ meeting, the relevant senior managers of the company attended the shareholders’ meeting as nonvoting delegates, and the lawyers of the firm witnessed the shareholders’ meeting. Upon the examination of our lawyers, the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules and other relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
1. The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and the meeting adopted a combination of on-site voting and online voting.
2. The meeting provided an online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistics of this online voting.
3. The shareholders’ meeting considered the following proposals:
(1) Review the work report of the board of directors of the company in 2021;
(2) Review the work report of the board of supervisors in 2021;
(3) Review the company’s 2021 annual financial statement report;
(4) Review the company’s profit distribution plan for 2021;
(5) Review the annual report of the company in 2021;
(6) Review the proposal of the company to provide guarantee for debt financing of wholly-owned subsidiaries, holding subsidiaries and joint-stock companies in 2022;
(7) Review the proposal of the company’s expected new financial assistance amount in 2022;
(8) Deliberating the proposal of the company to issue debt financing instruments of non-financial enterprises;
(9) Review the proposal on CMBS renewal / new issuance of Financial Street Holdings Co.Ltd(000402) center of the company;
(10) To review the renewal of the financial service agreement between the company and Beijing Financial Street Holdings Co.Ltd(000402) Group Finance Co., Ltd
Proposal on transaction;
(11) Deliberating the proposal on related party transactions between the company and Beijing Financial Street Holdings Co.Ltd(000402) investment (Group) Co., Ltd;
The above proposal has been deliberated and adopted at the 28th meeting of the ninth board of directors, the 31st meeting of the ninth board of directors and the 8th meeting of the ninth board of supervisors. For details, please refer to the announcements published in China Securities Journal, securities times and cninfo.com on March 31, 2022 and April 15, 2022.
When considering the proposals (10) and (11) at this general meeting of shareholders, Beijing Financial Street Holdings Co.Ltd(000402) investment (Group) Co., Ltd. and its persons acting in concert, as affiliated shareholders, need to avoid voting, and cannot accept the entrustment of other shareholders to vote.
The votes of small and medium-sized investors will be counted separately for all proposals considered at this shareholders’ meeting.
4. The shareholders’ meeting was held by combining on-site voting and online voting. Voting was conducted on the matters submitted to the shareholders’ meeting for consideration and listed in the announcement. The votes were counted and monitored by shareholders’ representatives, supervisors and lawyers, and the voting results were announced on the spot.
5. The proposals considered at this general meeting of shareholders have been adopted, and the specific voting results are as follows:
(1) Review the work report of the board of directors of the company in 2021
Agree to 1899835330 shares, accounting for 998258% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3122398 shares, accounting for 0.1641% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Abstained 192500 shares, accounting for 0.0101% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The company made separate statistics on the voting of small and medium-sized investors on this proposal. The voting of small and medium-sized investors on this proposal was: 29908376 shares were agreed, accounting for 900224% of the total voting shares held by small and medium-sized investors attending this shareholders’ meeting; Against 3122398 shares, accounting for 9.3982% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 192500 shares, accounting for 0.5794% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
(2) Review the work report of the board of supervisors in 2021
Agree to 1899835330 shares, accounting for 998258% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3122398 shares, accounting for 0.1641% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Abstained 192500 shares, accounting for 0.0101% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The company made separate statistics on the voting of small and medium-sized investors on this proposal. The voting of small and medium-sized investors on this proposal was: 29908376 shares were agreed, accounting for 900224% of the total voting shares held by small and medium-sized investors attending this shareholders’ meeting; Against 3122398 shares, accounting for 9.3982% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 192500 shares, accounting for
0.5794% of the total voting shares held by small and medium-sized investors at the shareholders’ meeting.
(3) Review the company’s 2021 annual financial statement report
Agree to 1899815330 shares, accounting for 998248% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3142398 shares, accounting for 0.1651% of the voting rights held by shareholders and shareholder agents attending the general meeting of shareholders; Abstained 192500 shares, accounting for 0.0101% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The company has made separate statistics on the voting of small and medium-sized investors on this proposal. The voting of small and medium-sized investors on this proposal is: 29888376 shares, accounting for 899622% of the total voting shares held by small and medium-sized investors attending this general meeting of shareholders; Against 3142398 shares, accounting for 9.4584% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 192500 shares, accounting for 0.5794% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
(4) Review the company’s profit distribution plan for 2021
Agree to 1901004038 shares, accounting for 998872% of the voting rights held by shareholders and shareholder agents attending the general meeting of shareholders; Against 2146190 shares, accounting for 0.1128% of the voting rights held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The company has made separate statistics on the voting of small and medium-sized investors on this proposal. The voting of small and medium-sized investors on this proposal is: 31077084, accounting for 935401% of the total voting shares held by small and medium-sized investors attending this shareholders’ meeting; Against 2146190 shares, accounting for 6.4599% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
(5) Review the annual report of the company in 2021
Agree to 1899835330 shares, accounting for 998258% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3122398 shares, accounting for 0.1641% of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders; waiver
