*ST Sansheng: Legal Opinion of the Investors Group Meeting
Shanghai AllBright (Chongqing) Law Firm’s report on the investor group meeting of Chongqing Sansheng Industrial Co., Ltd.
legal opinion
AllBright Law Firm Legal Opinion
Shanghai AllBright (Chongqing) Law Firm
About Chongqing Sansheng Industrial Co., Ltd.
investor group meeting
legal opinion
To: Chongqing Sansheng Industrial Co., Ltd.
Shanghai AllBright (Chongqing) Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Chongqing Sansheng Industrial Co., Ltd. (hereinafter referred to as the "Company") to handle matters related to the company's investor group meeting (hereinafter referred to as the "Meeting"), in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Enterprise Bankruptcy Law of the People's Republic of China (hereinafter referred to as the "Bankruptcy Law") and Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 14 No. - Bankruptcy and Reorganization and Other Matters" (hereinafter referred to as the "Guideline No. 14") and other laws, regulations, rules and normative documents as well as the relevant provisions of the Articles of Association of Chongqing Sansheng Industrial Co., Ltd. (hereinafter referred to as the "Articles of Association"), this legal opinion is issued.
In order to issue this legal opinion, our firm and our lawyers strictly performed their statutory duties in accordance with the "Administrative Measures for Law Firms Engaged in Securities Legal Business" and the "Rules for the Practice of Securities Legal Business of Law Firms (Trial)" and other regulations, followed the principles of diligence and good faith, conducted necessary verification and verification of the relevant matters involved in this meeting, checked the relevant documents and materials that the firm considered necessary to issue this legal opinion, and participated in the entire process of this meeting of the company. Our firm guarantees that the facts identified in this legal opinion are true, accurate, and complete, that the concluding opinions expressed are legal and accurate, and that there are no false records, misleading statements, or major omissions, and we are willing to assume corresponding legal responsibilities.
In view of this, in accordance with the requirements of the above-mentioned laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, the lawyers of our firm hereby issue the following legal opinions:
1. Procedures for convening and holding this meeting
(1) Convening of this meeting
- On August 8, 2025, the company received the (2025) Yu 05 Po Shen No. 224 "Civil Ruling" served by the Chongqing Fifth Intermediate People's Court (hereinafter referred to as the "Chongqing Fifth Intermediate Court"). The Chongqing Fifth Intermediate People's Court's ruling was subject to the legal opinion of AllBright Law Firm
Handle the company's reorganization application. On the same day, the company received the (2025) Yu 05 No. 297 "Decision Letter" sent by the Chongqing No. 5 Intermediate People's Court. The Chongqing No. 5 Intermediate People's Court designated Beijing King & Wood Mallesons (Shenzhen) Law Firm and ShineWing Accounting Firm (Special General Partnership) Chongqing Branch as the company's managers.
Because the company’s reorganization plan (draft) involves the adjustment of investors’ rights and interests, the investor group meeting was convened by the manager and scheduled to be held at 14:30 on November 14, 2025, in the conference room 1106 on the 11th floor of the company, No. 99 Yunhan Avenue, Shuitu High-tech Park, Liangjiang New District, Chongqing.
The company has announced that on October 30, 2025 On the same day, the "Notice of Chongqing Sansheng Industrial Co., Ltd. on convening the investor group meeting" was published in the "Shanghai Securities News", "Securities Times" and cninfo.com (http://www.cninfo.com.cn), which notified all shareholders of the company in advance of the time of the meeting, the convener of the meeting, the method of holding the meeting, the location of the on-site meeting, matters to be considered at the meeting, the attendees of the meeting, the equity registration date, the on-site meeting registration method, the specific operating procedures for online voting and other relevant matters.
(2) Convening of this meeting
This meeting will be held through a combination of on-site voting and online voting. The on-site meeting of this meeting was held at 14:30 on November 14, 2025 in the conference room 1106 on the 11th floor of the company at No. 99 Yunhan Avenue, Shuitu High-tech Park, Liangjiang New District, Chongqing. The manager representative presided over the meeting. Online voting for this meeting was conducted through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn); among them, the specific time for online voting through the Shenzhen Stock Exchange trading system is: 9:15 to 9:25, 9:30 to 11:30, 13:00 to 15:00 on November 14, 2025; the specific time for voting through the Shenzhen Stock Exchange Internet voting system is: November 2025 Any time between 9:15 and 15:00 on March 14th.
After verification, this meeting was convened by the manager, and the company has issued a meeting notice in accordance with the prescribed time limit. The time, place, method and matters to be considered of the meeting are consistent with the notice of this meeting. Our lawyers believe that the company’s convening and holding procedures for this meeting comply with the provisions of the Company Law, Bankruptcy Law, Guideline No. 14 and other laws, regulations and normative documents as well as the Articles of Association.
2. Qualifications of the convener and attendees of this meeting
(1) Qualifications of the convener of this meeting
According to the meeting notice, this meeting was convened by the administrator.
Our lawyers believe that this meeting was convened by the administrator, who is qualified to convene this meeting. AllBright Law Firm Legal Opinion
(2) Qualifications of persons attending this meeting
- Shareholders and shareholders’ agents attending this meeting
After verification, a total of 178 shareholders and shareholders' proxies attended this meeting, representing 97,998,123 shares with voting rights, accounting for 22.6848% of the company's total shares, including:
(1) Shareholders and shareholders’ agents attending the on-site meeting
According to the signatures and power of attorney of the company's shareholders and shareholders' proxies who attended the meeting, there were 5 shareholders and shareholders' proxies attending the on-site meeting, representing 82,285,543 shares with voting rights, accounting for 19.0476% of the company's total shares. It has been verified that the shareholders who attended the company's on-site meeting and the authorized agents who attended the meeting on their behalf are all the company's shareholders registered after the end of the transaction on November 7, 2025, the equity registration date for the company's meeting provided by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
As verified by our lawyers, the above-mentioned shareholders and shareholders' agents all hold legal certificates for attending the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to data provided by Shenzhen Securities Information Co., Ltd., a total of 173 shareholders validly voted through the online voting system at this meeting, representing 15,712,580 shares with voting rights, accounting for 3.6372% of the company's total shares.
The shareholder identities, attendance and voting qualifications of the above shareholders who attended this meeting through online voting were verified by the Shenzhen Stock Exchange trading system and Internet voting system.
(3) Small and medium-sized investors and shareholders attending this meeting
A total of 176 small and medium-sized investors (referring to shareholders other than the company’s directors, supervisors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares, the same below) participated in this meeting through on-site and online, representing 16,088,280 shares with voting rights, accounting for 3.7241% of the company’s total voting shares.
- Other persons attending the meeting
As verified by our lawyers, the other persons attending this meeting were the company's directors, supervisors, senior managers and managers' representatives, and their qualifications to attend the meeting were all legal and valid. Lawyers from our firm were also hired to attend the on-site meeting.
AllBright Law Firm Legal Opinion
In summary, our lawyers believe that the qualifications of the above-mentioned personnel attending this meeting are in compliance with the provisions of the Company Law, Bankruptcy Law, Guideline No. 14 and other laws, regulations, normative documents and the Articles of Association. The qualifications of the company's personnel attending this meeting are legal and valid.
3. Proposals considered at this meeting
After verification by our lawyers, the company reviewed one proposal at this meeting, which fell within the terms of reference of the investor group meeting and was consistent with the matters listed in the notice and announcement of the meeting; no modifications to the notified proposals occurred during the on-site meeting.
4. Voting procedures and results of this meeting
(1) Voting procedures for this meeting
At this meeting, the company voted on the matters submitted for consideration at this meeting and listed in the meeting notice and announcement through a combination of on-site voting and online voting.
The company voted on-site at this meeting by registered ballot on the proposals submitted for consideration at this meeting. The votes were scrutinized, verified and counted in accordance with the procedures stipulated in the Articles of Association, and the voting results of the on-site meeting were announced on the spot. The shareholder representatives, supervisor representatives and lawyers of the firm elected at the on-site meeting participated in the voting supervision, verification and counting.
After the online voting of this meeting ended, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of this meeting.
(2) Voting results of this meeting
According to the agenda, this meeting used a combination of on-site voting and online voting to vote on the proposals listed in the meeting notice. According to the company’s combined statistical voting results of on-site voting and online voting at this meeting, the voting results of this meeting are as follows:
- Review and approve the "Adjustment Plan for Investors' Equity of Chongqing Sansheng Industrial Co., Ltd. Reorganization Plan (Draft)"
Voting results: 97,944,823 votes in favor, accounting for 99.9456% of the total number of shares with valid voting rights present at the meeting; 9,900 votes against, accounting for 0.0101% of the total number of shares with valid voting rights present at the meeting; 43,400 abstentions, accounting for 0.0443% of the total number of shares with valid voting rights present at the meeting.
Voting results of small and medium-sized shareholders: 16,034,980 votes in favor, accounting for the effective voting rights of small and medium-sized investors attending the meeting. Legal Opinion of AllBright Law Firm
99.6687% of the total number of shares; 9,900 votes against, accounting for 0.0615% of the total number of valid voting shares of small and medium investors attending the meeting; 43,400 abstentions, accounting for 0.2698% of the total number of valid voting shares of small and medium investors attending the meeting.
After review, our lawyers believe that the voting procedures and results of this meeting are in compliance with the Company Law, the Bankruptcy Law, the No. 14 Guidelines and other laws, regulations, rules and other normative documents as well as the relevant provisions of the Articles of Association. The above resolutions reviewed at the meeting are legal and valid.
5. Conclusions
To sum up, our lawyers believe that the convening and holding procedures of the company’s investor group meeting, the qualifications of the convener, the qualifications of attendees, the voting procedures and voting results of the meeting, etc., are all in compliance with the relevant provisions of the Company Law, Bankruptcy Law, Guideline No. 14 and other laws, regulations, rules and other normative documents as well as the Articles of Association. The resolutions formed at this meeting are legal and valid.
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AllBright Law Firm Legal Opinion (This page has no text, but is the signature page of "Shanghai AllBright (Chongqing) Law Firm's Legal Opinion on the Investors' Group Meeting of Chongqing Sansheng Industrial Co., Ltd.")
Shanghai AllBright (Chongqing) Law Firm Managing Lawyer:
Peng Dong
Person in charge: Handling lawyer:
Chu Xinglong Li Cong
November 14, 2025