Beijing Tianyuan law firm
About Dhc Software Co.Ltd(002065)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Jtgz (2022) No. 066 to: Dhc Software Co.Ltd(002065)
Dhc Software Co.Ltd(002065) (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 on the 16th floor of Donghua hechuang building, building 3, Zijin Digital Park, Zhichun Road, Haidian District, Beijing on February 15, 2022. Beijing Tianyuan law firm (hereinafter referred to as "the firm") is entrusted by the company to appoint 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 (hereinafter referred to as "the company law") 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 rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the articles of association of Dhc Software Co.Ltd(002065) (hereinafter referred to as the "articles of association") and other relevant provisions 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 of the resolution of the 39th meeting of the seventh board of directors and the announcement of the resolution of the 20th meeting of the seventh board of supervisors The Dhc Software Co.Ltd(002065) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice on convening the general meeting of shareholders") and other documents and materials deemed necessary by our lawyers. At the same time, we have examined the identity and qualification of shareholders attending the on-site meeting and witnessed the convening of the general meeting of shareholders, And participate 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 company law, 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, diligence and integrity, The concluding opinions issued 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 seventh board of directors of the company held the 39th meeting on January 27, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on January 28, 2022. The aforesaid notice has specified the time, place, deliberation items, voting methods and participants of the shareholders' meeting.
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 at 15:00 p.m. on February 15, 2022 in the conference room on the 16th floor of Donghua hechuang building, building 3, Zijin Digital Park, Zhichun Road, Haidian District, Beijing. Presided over by Mr. LV Bo, vice chairman, 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 the trading time on February 15, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on February 15, 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 88 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 1190721108 voting shares of the company, accounting for 37.1464% of the total shares of the company, including:
1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, a total of 11 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 1145710962 voting shares of the company, Accounting for 35.7422% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 77 shareholders participated in the online voting of the general meeting of shareholders, holding 45010146 voting shares of the company, accounting for 1.4042% of the total shares of the company.
In addition to the above shareholders and shareholders' representatives, the 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.
After verification, our lawyers believe that the qualifications of the participants and conveners of the 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 general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. 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.
Based on the results of online voting and on-site voting, the following proposals were considered and adopted at the shareholders' meeting:
(I) proposal on wholly owned subsidiaries applying for credit and guarantee from banks
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company 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. (no text below this page)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Tianyuan law firm on the first extraordinary general meeting of shareholders in Dhc Software Co.Ltd(002065) 2022) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
Handling lawyer: address of our office: 10th floor, insurance building The Pacific Securities Co.Ltd(601099) No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
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