Beijing Tianyuan law firm
About Beijing Dabeinong Technology Group Co.Ltd(002385)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 042 to: Beijing Dabeinong Technology Group Co.Ltd(002385)
Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) adopts the combination of on-site voting and online voting. The on-site meeting was held in the conference room of the company’s headquarters (1901A, No. 27 Beijing Centergate Technologies (Holding) Co.Ltd(000931) street, Haidian District, Beijing) at 14:30 on January 27, 2022. Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Beijing Dabeinong Technology Group Co.Ltd(002385) articles of Association (hereinafter referred to as the “articles of association”) on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement on the resolution of the 30th meeting of the Fifth Board of directors, Beijing Dabeinong Technology Group Co.Ltd(002385) supplementary correction announcement, Beijing Dabeinong Technology Group Co.Ltd(002385) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “notice on convening the general meeting of shareholders”) and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Beijing, Shanghai, Shenzhen, Chengdu, Hong Kong, Hangzhou, Xi’an, Haikou, Suzhou, Guangzhou, Hefei, Kunming
www.tylaw. com. cn.
The opinions are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The Fifth Board of directors of the company held the 30th meeting on January 10, 2022, made a resolution to convene the general meeting of shareholders, and timely issued the notice of convening the general meeting of shareholders through the designated information disclosure media. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held in the conference room of the company’s headquarters (1901A, No. 27 Beijing Centergate Technologies (Holding) Co.Ltd(000931) street, Haidian District, Beijing) at 14:30 on January 27, 2022, and all the agenda of the meeting was completed. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 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, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 47 shareholders and their proxies (including online voting) attended the company’s general meeting of shareholders, holding 1300484742 voting shares of the company, accounting for 31.4030% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the company’s on-site meeting According to the power of attorney, personal identity certificate and other relevant materials of shareholders, a total of 9 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 1062542043 voting shares of the company, accounting for 25.6573% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 38 shareholders participated in the online voting of the general meeting of shareholders, holding 237942699 voting shares of the company, accounting for 5.7456% of the total shares of the company.
45 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) individually or jointly holding more than 5% of the company’s shares, representing 262522168 voting shares of the company, accounting for 6.3392% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, some directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the qualifications of participants and conveners of this general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this shareholders’ meeting have been listed in the notice of convening shareholders’ meeting.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) deliberated and passed the proposal on Authorizing subsidiaries to provide external guarantees
Voting: 1289012533 shares were approved, accounting for 99.1179% of the total voting shares held by all shareholders attending the meeting; Against 11462109 shares, accounting for 0.8814% of the total voting shares held by all shareholders attending the meeting; 10100 shares abstained, accounting for 0.0008% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted
Among them, the voting situation of small and medium-sized investors was: 251049959 shares were agreed, accounting for 95.6300% of the voting shares held by small and medium-sized investors attending the meeting; Against 11462109 shares, accounting for 4.3661% of the voting shares held by small and medium-sized investors attending the meeting; 10100 shares were abstained, accounting for 0.0038% of the voting shares held by small and medium-sized investors attending the meeting.
(II) deliberated and passed the proposal on providing guarantees and related party transactions for joint-stock companies
This proposal belongs to related party transactions, and related shareholders avoid voting.
Voting: 1289010333 shares were approved, accounting for 99.1177% of the total voting shares held by non affiliated shareholders attending the meeting; Against 11465309 shares, accounting for 0.8816% of the total voting shares held by non affiliated shareholders attending the meeting; 9100 shares were abstained, accounting for 0.0007% of the total voting shares held by non affiliated shareholders attending the meeting. Voting result: adopted
Among them, the voting situation of small and medium-sized investors was: 251047759 shares were agreed, accounting for 95.6292% of the voting shares held by small and medium-sized investors attending the meeting; Against 11465309 shares, accounting for 4.3674% of the voting shares held by small and medium-sized investors attending the meeting; 9100 shares were abstained, accounting for 0.0035% of the voting shares held by small and medium-sized investors attending the meeting.
(III) deliberated and passed the proposal on granting some authority to the chairman of the company
Shareholders associated with this proposal have avoided voting.
Voting: 234433262 shares were approved, accounting for 87.8437% of the total voting shares held by non affiliated shareholders attending the meeting; 32433124 opposed shares, accounting for 12.1529% of the total voting shares held by non affiliated shareholders attending the meeting; 9100 shares were abstained, accounting for 0.0034% of the total voting shares held by non affiliated shareholders attending the meeting. Voting result: adopted
Among them, the voting situation of small and medium-sized investors was: 230079944 shares were agreed, accounting for 87.6421% of the voting shares held by small and medium-sized investors attending the meeting; 32433124 shares were opposed, accounting for 12.3544% of the voting shares held by small and medium-sized investors attending the meeting; 9100 shares were abstained, accounting for 0.0035% of the voting shares held by small and medium-sized investors attending the meeting.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinions of Beijing Tianyuan law firm on the first extraordinary general meeting of shareholders in Beijing Dabeinong Technology Group Co.Ltd(002385) 2022) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
Handling lawyer (signature):
Chen Huiyan
Han Xukun
Address: 10 / F, insurance building The Pacific Securities Co.Ltd(601099) No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
January 27, 2022
