Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
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About Beijing Transtrue Technology Inc(002771)
Legal opinion of 2021 annual general meeting
Kangda guhui Zi [2022] No. 0188
To: Beijing Transtrue Technology Inc(002771)
According to 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 (hereinafter referred to as the “rules”), rules for the general meeting of shareholders of listed companies of Shenzhen Stock Exchange
Detailed rules for the implementation of online voting (hereinafter referred to as the “detailed rules”) “Beijing Beijing Transtrue Technology Inc(002771) Technology Co., Ltd
Articles of association of the Company Limited (hereinafter referred to as the “articles of association”), Beijing Kangda law firm (hereinafter referred to as the “articles of association”)
(hereinafter referred to as “the exchange”) was employed to attend Beijing Transtrue Technology Inc(002771) (hereinafter referred to as “the company”) 2021
The annual general meeting of shareholders (hereinafter referred to as “the meeting”) and issued this legal opinion.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The legal opinions issued by our lawyers are only based on the legal opinions issued on or before the date of issuance of this legal opinion
The existing facts are formed based on the lawyers’ understanding of relevant laws, regulations and normative documents. In Ben
In the legal opinion, the lawyer of the firm only discusses the convening and convening procedures of the company’s meeting, the participants and
Legal opinions shall be issued after reviewing and witnessing the qualifications of the convener, voting procedures and voting results of the meeting
See, I don’t care about the authenticity of the contents of the proposal considered at this meeting and the facts and data involved in the proposal
And accuracy.
2. The lawyers of the firm shall express legal opinions on the authenticity and legality of the matters related to the meeting in accordance with the requirements of the company law, rules, implementation rules and the articles of association. There are no false records, misleading statements or major omissions in this legal opinion, otherwise it will bear corresponding legal liabilities.
3. The legal opinions issued by the lawyers of this meeting shall be regarded as the legal opinions of the company and bear the legal responsibilities of this meeting.
Our lawyers have checked and judged all documents and testimony related to the issuance of this legal opinion, witnessed this meeting, and issued legal opinions as follows:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the resolution of the 16th meeting of the Fourth Board of directors of the company.
According to the notice of Beijing Transtrue Technology Inc(002771) on convening the 2021 annual general meeting of shareholders published in the securities times, China Securities News and cninfo.com, the board of directors of the company issued a notice on convening the meeting on April 29, 2022, which fully disclosed the time, place, attendees, convening methods, deliberation matters and other contents of the meeting.
(II) convening of this meeting
The meeting was held by a combination of on-site voting and online voting.
Witnessed by the online video of our lawyers, the on-site meeting of this meeting was held at 14:30 p.m. on May 20, 2022 in the conference room of the company on the 11th floor, block B, China International Science and Technology Exhibition Center, No. 12, Yumin Road, Madian, Chaoyang District, Beijing. The meeting was presided over by Mr. Wang Xiaogang, chairman of the company.
The online voting time of this meeting is May 20, 2022. The specific time of voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 20, 2022.
Upon examination, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, rules, implementation rules and other relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) qualification of Convener
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) qualification of participants
According to the ID card name documents and power of attorney of the participants, a total of 5 shareholders, shareholders’ representatives and shareholders’ agents attended the on-site meeting through online video. They were the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their authorized representatives and agents who represented 90760202 shares of the company by the afternoon of May 16, 2022, Accounting for 432677% of the total voting shares of the company. Among them, the number of shareholders and agents other than shareholders who individually or jointly hold more than 5% of the company’s shares and directors, supervisors and senior managers of the company is 1, representing 6156032 voting shares of the company, accounting for 2.9347% of the total voting shares of the company.
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 8 shareholders voted effectively online at the meeting, all of whom attended the on-site meeting through online video, representing 60234856 shares of the company, accounting for 287155% of the total voting shares of the company.
Among them, the number of shareholders and agents other than shareholders who individually or jointly hold more than 5% of the company’s shares and directors, supervisors and senior managers of the company is 5, representing 6257082 voting shares of the company, accounting for 2.9829% of the total voting shares of the company.
To sum up, there were 9 shareholders and shareholder representatives attending the meeting, holding 90861252 shares, accounting for 433159% of the total voting shares of the company.
Other persons attending or attending the on-site meeting as nonvoting delegates are directors, supervisors, senior managers of the company and lawyers of the exchange.
After verification, our lawyers believe that the qualifications of the convener and attendees of this meeting meet the provisions of relevant laws, regulations, normative documents and the articles of association, and their qualifications are legal and effective.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
At this meeting, the company voted on the matters listed in the notice in a combination of on-site written voting and online voting (among the five shareholders attending the on-site meeting through online video, one shareholder adopted on-site open voting and the other four shareholders adopted online voting), and monitored and counted the votes in accordance with the procedures specified in the rules, implementation rules and the articles of association, The voting results of on-site voting and online voting are combined and counted. Among them, the voting situation of small and medium-sized investors is counted separately. The proposal was voted on by written vote on the spot. Shenzhen Securities Information Co., Ltd. provided the company with the statistics of voting rights and voting results of online voting in this meeting.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 90852702 shares were approved, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the shares held by small and medium-sized shareholders attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
2. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
Voting results: 90852702 shares were approved, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
3. Summary of the company’s proposal for 2021 and its adoption
8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 90852702 shares were approved, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
5. The proposal on shareholder return planning for the next three years (20222024) was deliberated and passed. The voting results: 90852702 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
6. Deliberated and passed the proposal on the company’s profit distribution plan for 2021
Voting results: 90852702 shares were approved, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
7. Deliberated and passed the proposal on applying for comprehensive bank credit in 2022
Voting results: 90852702 shares were approved, accounting for 999906% of the shares held by all shareholders attending the meeting; 8550 opposition shares, accounting for 0.0094% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors on the proposal were: 6248532 shares were agreed, accounting for 998634% of the total voting shares held by small and medium-sized investors attending the meeting; Against 8550 shares, accounting for 0.1366% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for
