Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
2021 annual general meeting
Legal opinion
May, 2002
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Beijing Zhonglun law firm
About Costar Group Co.Ltd(002189)
2021 annual general meeting
Legal opinion
To: Costar Group Co.Ltd(002189)
Entrusted by Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appointed its lawyers to witness the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) and issued this legal opinion.
In order to issue this legal opinion, our lawyers witnessed the general meeting of shareholders of the company, 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the measures for the administration of securities legal business of law firms and other laws In accordance with the requirements of laws and regulations and normative documents, as well as the Costar Group Co.Ltd(002189) articles of Association (hereinafter referred to as the “articles of association”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have consulted the documents that our lawyers consider necessary for issuing this legal opinion, the convening and convening procedures of this general meeting of shareholders, the qualifications of participants (but excluding the qualifications of online voting shareholders), voting methods The legitimacy and effectiveness of the voting procedures were carefully verified.
The company has assured the exchange that the documents and materials provided by it for issuing this legal opinion are true, accurate, complete and free of major omissions.
The legal opinions of the shareholders’ meeting shall be regarded as the legal opinions of the company, and the lawyers shall bear the corresponding legal responsibilities for the legal opinions of the company.
1、 Convening and convening procedures of this general meeting of shareholders
1. After verification, the convening proposal of this general meeting of shareholders was voted and adopted at the 29th meeting of the Fifth Board of directors held on April 25, 2022.
2. On April 27, 2022, the company passed the website of Shenzhen Stock Exchange and cninfo (www.cn. Info. Com. CN.) The notice of convening the general meeting of shareholders is announced on the website (Announcement No.: 2022030). These notices set out the time, place, meeting method, attendees, meeting registration method, shareholders’ voting method and other matters of the general meeting of shareholders, and fully disclosed the proposed matters to be considered at the general meeting of shareholders in accordance with the requirements of the rules of general meeting of shareholders.
3. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange at 9:15-9:25 am, 9:30-11:30 am and 13:00-15:00 pm on May 19, 2022, and provide online voting platform to all shareholders at any time from 9:15 am to 15:00 am on May 19, 2022 through the Internet voting system of Shenzhen stock exchange.
4. On May 19, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled, and Mr. Li Zhichao, chairman of the company, presided over the general meeting of shareholders.
Accordingly, our lawyers believe that the convening, notification, convening methods and procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of the convener and attendees of the general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. After verification, 17 shareholders, shareholders’ representatives or shareholders’ entrusted agents attended the general meeting, with 120568952 representative shares, accounting for 459475% of the total voting shares of the company.
(1) According to the register of shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the afternoon of May 12, 2022 provided by Shenzhen Branch of China Securities Depository and Clearing Corporation, the lawyers of the firm examined the identity documents and authorization documents of the shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders, It is confirmed that there are 3 shareholders, shareholder representatives and entrusted agents attending the shareholders’ meeting, with 113964755 representative shares, accounting for 434307% of the total voting shares of the company.
(2) The qualification of shareholders attending the general meeting of shareholders 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 14 shareholders voting effectively through online voting, representing 6604197 shares, accounting for 2.5168% of the total voting shares of the company.
3. Some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting on site or by remote communication, and some senior managers of the company attended the shareholders’ meeting as nonvoting delegates. Affected by the epidemic caused by novel coronavirus, our lawyers attended the shareholders’ meeting by means of remote communication.
Accordingly, our lawyers believe that on the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the provisions of the articles of association, the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Interim proposals of the general meeting of shareholders
There is no temporary proposal at this shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting reviewed the proposals listed in the notice of the shareholders’ meeting. After verification, the proposals considered at this shareholders’ meeting are consistent with those listed in the notice and announcement of the company on this shareholders’ meeting.
The shareholders, shareholders’ representatives or entrusted agents attending the shareholders’ meeting voted on the proposals under consideration by means of 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 was conducted by means of open ballot, and the vote counters and scrutineers elected at the meeting monitored, counted and counted the votes in accordance with the procedures specified in the rules of the shareholders’ meeting 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; According to the on-site voting results uploaded by the company and combined with the online voting results carried out on the platform, Shenzhen Securities Information Co., Ltd. provides all the voting results of the general meeting of shareholders, the voting conditions of shareholders holding less than 5% and the details of all the voting conditions.
Through video witness, our lawyers confirmed that the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. The proposal on the company’s annual report and summary in 2021 was deliberated and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
2. The proposal on the annual work report of the board of directors in 2021 was considered and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
3. The proposal on the company’s work report of the board of supervisors in 2021 was considered and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
4. The proposal on the company’s 2021 annual financial statement report was deliberated and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
5. Reviewed and approved the profit distribution plan for 2021
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
6. The proposal on the 2022 financing plan was considered and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
7. The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
8. The proposal on carrying out accounts receivable factoring business with China Ordnance Equipment Group commercial factoring Co., Ltd. was deliberated and adopted
Voting results: 7952845 shares were approved, accounting for 767275% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 232725% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders. Affiliated shareholders China Ordnance Equipment Group Co., Ltd. and Nanfang Industrial Asset Management Co., Ltd. avoided voting.
9. The proposal on signing financial service agreement with Ordnance Equipment Group Finance Co., Ltd. and providing corresponding guarantee with some assets was deliberated and adopted
Voting results: 7952845 shares were approved, accounting for 767275% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 232725% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders. Affiliated shareholders China Ordnance Equipment Group Co., Ltd. and Nanfang Industrial Asset Management Co., Ltd. avoided voting.
10. The proposal on estimating the amount of daily connected transactions in 2022 was considered and adopted
Voting results: 4191997 shares were approved, accounting for 634747% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 365253% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders. Affiliated shareholders China Ordnance Equipment Group Co., Ltd., Nanfang Industrial Asset Management Co., Ltd. and Nanyang Jinkun Photoelectric Instrument Co., Ltd. avoided voting.
11. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Voting results: 118156752 shares were approved, accounting for 979993% of the valid voting shares attending the general meeting of shareholders; Against 2412200 shares, accounting for 2.0007% of the valid voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting rights to attend the general meeting of shareholders.
To sum up, after verification by our lawyers, the proposals considered at this general meeting of shareholders have been effectively voted through. Accordingly, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the convening, convening and voting procedures of the 2021 annual general meeting of shareholders of the company 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 attendees have legal and effective qualifications, and the voting procedures and voting results of this general meeting of shareholders are legal and effective.
The original of this legal opinion is in duplicate, which will come into force after being signed and sealed by the lawyer of this office.
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(there is no text on this page, which is the signature page of Beijing Zhonglun law firm on the legal opinion of Costar Group Co.Ltd(002189) 2021 annual general meeting of shareholders)
Head of Beijing Zhonglun law firm (seal):
