Legal Opinion
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Beijing Renzhi Law Firm (hereinafter referred to as "the Firm") was commissioned by Inner Mongolia Tianshou Technology Development Co., Ltd. (hereinafter referred to as "the Company") to provide legal opinions regarding the board's refusal to submit temporary proposals from shareholders Zhou** and Zhang** for consideration at the shareholders' meeting on June 7, 2022. The Firm recently received the "Inquiry Letter" (Company Department Inquiry Letter [2022] No. 265, hereinafter referred to as "the Inquiry Letter") issued by your department on June 7, 2022. The Firm's lawyers have carefully studied and verified the issues raised in the Inquiry Letter and respond as follows:
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The Company believes that shareholder Zhou** has a concerted action relationship with Cai** and her daughter. The Company claims that Zhou**, Cai**, and her daughter jointly hold shares in the Company, which are effectively controlled by Zhou**, giving him substantial voting rights and influence over voting opinions, constituting a fact of concerted action. From the end of February 2022 to April 29, 2022, the combined shareholding of Zhou**, Cai**, and her daughter increased from 5.2% to 5.9%. The Company believes that Zhou** did not prepare a report on changes in equity as required by Article 13, Paragraph 1 of the "Measures for the Administration of the Acquisition of Listed Companies," nor did he notify the Company and make an announcement. The Company is requested to explain the specific basis for determining that Zhou** can effectively control the shares held by Cai** and her daughter and provide relevant supporting materials, including the specific time when the combined equity held by Zhou** and related shareholders reached 5% and the specific time when the Company became aware of this situation. The Company is also asked whether it promptly informed and urged Zhou** and related shareholders to fulfill their disclosure obligations regarding the report on changes in equity after becoming aware of the situation, and if so, to further explain the reasons for the lack of cooperation from the aforementioned shareholders and why the Company did not promptly report to the Firm or disclose relevant announcements after becoming aware of the matter.
Verification Opinion 1
The Company provided the Firm with a "Letter of Commitment," "Report Letter," and its attachments, transcripts of conversations with board members, WeChat chat records, recordings, and videos. The Firm's lawyers believe that the Company's determination that the combined equity held by shareholder Zhou** and related shareholders reached 5% has a factual basis.
- Considering the Company's belief that Zhou** and related shareholders constitute a concerted action relationship and that their combined shareholding ratio has exceeded 5%, as well as the Company's announcement in August 2021 stating that it has no controlling shareholder and its response to the inquiry letter regarding the 2021 semi-annual report, which identified Chairman Qiu Shijie as the actual controller, the Company is requested to clarify whether it has not truthfully disclosed the actual controller's status and reasons.
Verification Opinion 2
In August 2021, the Company issued a notice stating that it currently has no controlling shareholder. On October 13, 2021, the Company announced in response to the inquiry letter regarding the 2021 semi-annual report that Chairman Qiu Shijie remains the actual controller of the Company, but due to the highly dispersed shareholding, there is an inevitable possibility of a change in the actual controller in the future. In April 2022, the Company published the "2021 Annual Report of Inner Mongolia Tianshou Technology Development Co., Ltd.," stating that the shares held by the original controlling shareholder, Huiwei Company, were forcibly sold by judicial order, and the Company is in a state without a controlling shareholder. It also stated that Qiu Shijie remains the Chairman of the Company and is fully responsible for the operation of the board and production management, without holding any shares in the Company, and that the Company does not have an actual controller.