Beijing Zhonglun law firm
About Chutian Dragon Co.Ltd(003040)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Chutian Dragon Co.Ltd(003040)
Of the 2021 annual general meeting
Legal opinion
To: Chutian Dragon Co.Ltd(003040)
Entrusted by Chutian Dragon Co.Ltd(003040) (hereinafter referred to as “the company”), Beijing Zhonglun 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 of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, the Chutian Dragon Co.Ltd(003040) articles of Association (hereinafter referred to as the “articles of Association”) and the rules of procedure of Chutian Dragon Co.Ltd(003040) general meeting (hereinafter referred to as the “rules of the general meeting”), Witness the shareholders’ meeting and issue legal opinions. Affected by the pneumonia epidemic of novel coronavirus infection, our lawyers attended and witnessed the shareholders’ meeting by video.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders and the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
After inspection, according to the resolution of the fifth meeting of the second board of directors of the company, the company issued the notice of Chutian Dragon Co.Ltd(003040) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) on the designated media on April 30, 2022. The meeting was convened by the board of directors of the company. The contents of the meeting notice comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders.
The shareholders’ meeting was held at 15:00 on May 20, 2022 in room 1, room 1508, 15 / F, block B, Jinyuan times shopping center, No. 1 Yuanda Road, Haidian District, Beijing. The time and place of the meeting were in line with the contents of the meeting notice.
The shareholders’ meeting was held by combining on-site voting and online voting. The online voting time is May 20, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on May 20, 2022; The specific time for voting through the Internet system of Shenzhen stock exchange is from 9:15 to 15:00 on May 20, 2022.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders.
2、 Qualification of participants and conveners of the general meeting of shareholders
The equity registration date of this shareholders’ meeting is May 13, 2022. Upon inspection, 16 shareholders and authorized agents attended the general meeting of shareholders, holding 329889550 shares with voting rights, accounting for 715385% of the total voting shares of the company. Among them, there are 4 shareholders attending the on-site meeting and their authorized agents, holding 245756850 shares with voting rights, accounting for 532938% of the total voting shares of the company.
According to the statistics, the total number of shareholders with voting rights of 2447 shares held by the company after the end of the network meeting is 1327.7%. According to the voting results of the network meeting, the total number of shareholders with voting rights of the company’s Securities Co., Ltd.
Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
The general meeting of shareholders was convened by the board of directors of the company and presided over by Mr. Mao Fangxiang, the chairman of the company. Affected by the pneumonia epidemic of novel coronavirus infection, the directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders through on-site video, and the senior management and witness lawyers of the company attended the general meeting of shareholders as nonvoting delegates.
Our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the provisions of the company law and other laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders. 3、 Voting procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting deliberated and voted on the proposals listed in the notice of meeting.
(II) the shareholders’ meeting adopts the combination of on-site voting and online voting. The votes shall be counted and monitored in accordance with relevant laws, regulations, normative documents, the articles of association and the rules of the general meeting of shareholders. The votes shall be counted and announced on the spot. The shareholders and authorized agents attending the on-site meeting did not raise any objection to the voting results of on-site voting. For proposals involving major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (shareholders who individually or jointly hold less than 5% of the company’s shares) have been counted separately.
(III) according to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
1. Review the proposal on the work report of the board of directors in 2021
Voting results: 329882250 shares were approved, accounting for 999978% of the total voting shares held by shareholders attending the meeting; 7300 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
2. Review the proposal on the work report of the board of supervisors in 2021
Voting results: 329882250 shares were approved, accounting for 999978% of the total voting shares held by shareholders attending the meeting; 7300 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
3. Review the proposal on the full text and summary of the 2021 Annual Report
Total voting rights of shareholders: 829878 shares, accounting for 329999% of the voting results of the meeting; 7300 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
4. Review the proposal on the financial statement report of 2021 and the budget plan of 2022
Voting results: 329882250 shares were approved, accounting for 999978% of the total voting shares held by shareholders attending the meeting; 7300 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
5. Review the proposal on the profit distribution plan for 2021
Voting results: 329882250 shares were approved, accounting for 999978% of the total voting shares held by shareholders attending the meeting; 7300 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
6. Review the proposal on applying for comprehensive credit line from financial institutions
Voting results: 329882150 shares were approved, accounting for 999978% of the total voting shares held by shareholders attending the meeting; 7400 opposed shares, accounting for 0.0022% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
7. Review the proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting; Against 117900 shares, accounting for 0.0357% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
The motion was passed by a vote.
8. Review the proposal on the company’s plan for public issuance of convertible corporate bonds item by item
8.01 types of securities issued this time
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting; Against 117900 shares, accounting for 0.0357% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
8.02 issuance scale
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting; Against 117900 shares, accounting for 0.0357% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
8.03 face value and issue price
Voting results: 329771550 shares were approved, accounting for 999642% of the total voting shares held by shareholders attending the meeting; Against 118000 shares, accounting for 0.0358% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
8.04 bond term
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting; Against 117900 shares, accounting for 0.0357% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
8.05 coupon rate
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting; Against 117900 shares, accounting for 0.0357% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders attending the meeting.
8.06 term and method of repayment of principal and interest
Voting results: 329771650 shares were approved, accounting for 999643% of the total voting shares held by shareholders attending the meeting
