Shanghai jintiancheng (Shenzhen) law firm
About Mls Co.Ltd(002745)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai jintiancheng (Shenzhen) law firm
About Mls Co.Ltd(002745)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Mls Co.Ltd(002745)
Entrusted by Mls Co.Ltd(002745) (hereinafter referred to as "the company"), Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as "the firm") appoints lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), and 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 (hereinafter referred to as the "rules of the general meeting of shareholders") and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association of the company (hereinafter referred to as the "articles of association"), express legal opinions on the convening and convening procedures, the qualifications of conveners, the qualifications of participants and non voting participants, voting procedures and voting results of the general meeting of shareholders.
1、 Convening and convening procedures of this general meeting of shareholders
In order to hold this shareholders' meeting, the board of directors announced the meeting notice on the information disclosure media specified in the articles of association on January 15, 2022. The notice specifies the convening method, time and place of the meeting, fully discloses the contents of the topics of the meeting, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting, the equity registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, Comply with the requirements of the rules of the general meeting of shareholders and the articles of association. The meeting was conducted by combining on-site meeting and online voting. The on-site meeting of this meeting was held at 15:00 p.m. on Tuesday, February 8, 2022 in the conference room on the first floor of Mls Co.Ltd(002745) office building, No. 1 Mls Co.Ltd(002745) Avenue, Xiaolan Town, Zhongshan City, Guangdong Province. The shareholders of the company vote online through the voting platform of the trading system of Shenzhen Stock Exchange at 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 8, 2022, and through the Internet voting system of Shenzhen Stock Exchange at 9:15-15:00 on February 8, 2022.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company is qualified to convene this general meeting of shareholders. 3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders attending the meeting, there were 5 shareholders and shareholders' agents attending the on-site meeting, representing 690670300 shares, accounting for 46.5359% of the total voting shares of the company. It is verified that the shareholders and their agents attending the on-site meeting of the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
2. Shareholders participating in online voting
According to the final confirmation of the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, during the online voting period determined by the general meeting of shareholders of Shenzhen Stock Exchange, a total of 18 shareholders voted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, representing 37073371 voting shares of the company, accounting for 2.4979% of the total shares of the company. The qualification of shareholders participating in online voting has been certified by the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. 3. The company's directors, supervisors and other officers present at the meeting as nonvoting delegates.
It is verified that the above personnel are legally qualified to attend or attend the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the proposals of the general meeting of shareholders by open ballot, and monitored, checked and counted the votes in accordance with the provisions of the articles of Association; Online voting is conducted through the online voting system according to the time period determined in the meeting notice. After the completion of on-site voting and online voting, the company consolidated and counted the voting results of on-site voting and online voting. The moderator announced the voting results at the meeting, and the shareholders and shareholders' agents attending the meeting did not raise objections to the voting results. The voting of various proposals considered at the shareholders' meeting is as follows:
The proposal on replacing directors of the company was deliberated and adopted
Voting results: 726881671 shares agreed, 616500 against and 245500 abstained. The number of approved shares accounted for 99.8816% of the total shares of shareholders with effective voting rights attending the meeting.
Among them, the voting of small and medium-sized investors was: 36211371 shares were agreed, accounting for 97.6749% of the shares held by small and medium-sized shareholders attending the meeting; Against 616500 shares, accounting for 1.6629% of the shares held by minority shareholders attending the meeting; 245500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6622% of the shares held by minority shareholders attending the meeting.
The exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener of the meeting is qualified to convene the general meeting of shareholders; The personnel attending and attending the meeting as nonvoting delegates are legally qualified; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
This legal opinion is made in two originals.
(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng (Shenzhen) law firm on the second extraordinary general meeting of shareholders in Mls Co.Ltd(002745) 2022) person in charge of the law firm:
Takada
Signature of handling lawyer:
Zou Xiaodong yuan Tianyi
Shanghai jintiancheng (Shenzhen) law firm February 8, 2022
