About Giant Network Group Co.Ltd(002558)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Giant Network Group Co.Ltd(002558)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepted the entrustment of Giant Network Group Co.Ltd(002558) (hereinafter referred to as “the company”) and appointed its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”). 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 and other laws, regulations and normative documents of the China Securities Regulatory Commission, as well as the provisions of the articles of association, we hereby discuss the convening and convening procedures of the general meeting of shareholders of the company This legal opinion is issued for the legality and validity of the qualifications of the participants, voting procedures and other related matters.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification of relevant documents.
Our lawyers agree to announce this legal opinion together with other announcement documents of the company, and bear corresponding responsibilities for the legal opinion issued by our firm according to law.
Based on our understanding of the facts and the law, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
Upon inspection, the company held this general meeting of shareholders, and the board of directors published the notice of Giant Network Group Co.Ltd(002558) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) on the designated disclosure media on January 12, 2022. In the notice of the meeting, the company announced the time, place, content of the proposal and the registration method of shareholders attending the meeting.
The shareholders’ meeting adopts the combination of on-site voting and online voting. The on-site meeting was held at No. 655, Zhongchen Road, Songjiang District, Shanghai at 14:30 p.m. on January 27, 2022. The time and place of the meeting are consistent with the contents of the notice of the shareholders’ meeting. Online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Proceed. Among them, the online voting time through the trading system of Shenzhen stock exchange is 9:15 a.m. – 9:25 a.m., 9:30-11:30 p.m. and 13:00-15 p.m. on January 27, 2022; The voting time through the Internet voting system is any time from 9:15 a.m. to 15 p.m. on January 27, 2022. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualifications of the attendees and conveners
1. Shareholders and entrusted agents attending the on-site meeting
According to the signature and power of attorney of shareholders attending the on-site meeting of the company, there are 2 Shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, representing 300100 voting shares of the company, accounting for 0.0148% of the total voting shares of the company.
After verification, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid.
2. Other personnel attending the site meeting
It is verified that in addition to shareholders and entrusted agents, some directors of the 5th board of directors, some supervisors of the 5th board of supervisors and some senior managers of the company attended the on-site meeting.
3. Convener of the meeting
The general meeting of shareholders is convened by the board of directors of the company. The qualification of the convener meets the provisions of relevant laws, regulations and the articles of association, which is legal and effective.
3、 On site voting procedures of the general meeting of shareholders
After verification, the on-site meeting of the company’s general meeting voted on the matters listed in the meeting notice by open ballot, and counted and monitored the votes according to the procedures specified in the articles of association. When considering the above proposal, the shareholders associated with the proposal avoided voting.
Our lawyers believe that the voting procedures of the on-site meeting of the general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association.
4、 Online voting of this shareholders’ meeting
The company provides shareholders with an online voting platform for this general meeting of shareholders. Shareholders can participate in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange.
Shareholders of the company can exercise their voting rights through the trading system of Shenzhen Stock Exchange and the Internet voting system during the above-mentioned online voting time. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
The qualification of shareholders voting through online voting is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they vote online.
On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws, regulations and the articles of association, our lawyers believe that the online voting of this general meeting of shareholders complies with relevant laws, regulations and the articles of association.
5、 Voting results of this shareholders’ meeting
After verification, the company has combined the votes and results of on-site voting and online voting for the matters listed in the notice of the shareholders’ meeting after the online voting. In order to protect the interests of small and medium-sized investors, the relevant proposals of the general meeting of shareholders are calculated by small and medium-sized investors separately (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company). The lawyer of the firm believes that the number of votes passed in the deliberation of the proposal of the general meeting of shareholders complies with the provisions of the articles of association, its voting procedures comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
Concluding observations:
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid. This legal opinion is made in two originals. (no text below)
[this page is the signature page of the legal opinion of Guohao law firm (Shanghai) on the first extraordinary general meeting of shareholders in Giant Network Group Co.Ltd(002558) 2022]
Handling lawyer of Guohao law firm (Shanghai): Guan Jianjun
Person in charge: Li Qiang, Zhao Yuan
January 27, 2002
