Hunan Qiyuan law firm
HUNAN QIYUAN LAW FIRM
410007, floor 17, block a, Jiatian international new town, No. 359, Section 2, Furong Middle Road, Changsha, Hunan Tel: (0731) 8295 3778 Fax: (0731) 8295 3779 http://www.qiyuan.com.
Hunan Qiyuan law firm
About Hunan Tv & Broadcast Intermediary Co.Ltd(000917)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hunan Tv & Broadcast Intermediary Co.Ltd(000917)
Entrusted by Hunan Tv & Broadcast Intermediary Co.Ltd(000917) (hereinafter referred to as "the company"), Hunan Qiyuan law firm (hereinafter referred to as "the firm") witnessed the first 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") 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 other current Chinese laws, regulations, rules and normative documents, as well as the relevant provisions of the Hunan Tv & Broadcast Intermediary Co.Ltd(000917) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, we assigned our lawyers to attend the shareholders' meeting as nonvoting delegates, witnessed the shareholders' meeting on the spot in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and verified and verified the documents, materials and facts related to the shareholders' meeting provided by the company.
The legal opinion issued by the exchange is based on the company's assurance to the exchange that the company has provided the exchange with the materials and information necessary for issuing the legal opinion, and all facts and materials sufficient to affect the legal opinion have been disclosed to the exchange; All materials and information provided by the company to the exchange are true, accurate and complete without any false records, misleading statements or major omissions. The signatures and / or seals on all materials are true and valid, and the relevant copies or copies are consistent with the original or the original.
This legal opinion only expresses opinions on the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and the legitimacy and validity of voting results of this general meeting of shareholders in accordance with the requirements of the rules of general meeting of shareholders, and does not affect the authenticity, accuracy, integrity or legitimacy of the contents of the proposals and the facts or data discussed in this general meeting of shareholders Comment on effectiveness.
This legal opinion is only used for the purpose of witnessing this general meeting of shareholders. The exchange agrees that the company will announce this legal opinion together with other documents of this general meeting of shareholders in accordance with relevant regulations. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose or purpose.
1、 Convening and convening procedures
1. On January 25, 2022, the 21st Meeting of the sixth board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene this general meeting of shareholders.
On January 26, 2022, the board of directors of the company held a meeting on the media and cninfo website designated by the CSRC（ http://www.cn.info.com.cn./ ）The notice of Hunan Tv & Broadcast Intermediary Co.Ltd(000917) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders") was announced on. The notice of the general meeting of shareholders specifies the convener, time, place, proposal, attendees and registration method of the general meeting of shareholders, and determines the equity registration date as February 9, 2022.
2. The general meeting of shareholders was held by combining online voting and on-site meeting.
The voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is any time from 9:15 a.m. on February 16, 2022 to 15:00 p.m. on February 16, 2022.
The on-site meeting of the general meeting of shareholders was held at 14:40 p.m. on Wednesday, February 16, 2022 in the conference room on the third floor of Huancheng Hotel, St. juffith Hotel, Jinying film and television culture city, Changsha, Hunan Province. The time, place and proposal of the meeting are consistent with the relevant announcements of the company.
Accordingly, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees
1. The general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener meets the provisions of the company law and the articles of association.
2. According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the end of the company's stock trading on the equity registration date of the shareholders' meeting, as well as the stock account card, identity certificate and written power of attorney of relevant shareholders of the participants of the shareholders' meeting provided by the company, And the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, and verified by the lawyers of the firm, the total number of voting shares of shareholders and proxy representatives attending the on-site meeting of the general meeting of shareholders and voting through the online voting is 346893915 shares, accounting for 24.4713% of the total shares of the company.
Among them, the total number of voting shares of shareholders' representatives participating in online voting is 324311763, accounting for 22.8782% of the total shares of the company.
3. Some directors, supervisors, Secretary of the board of directors and other senior managers of the company and lawyers of the firm attended or attended the on-site meeting of the general meeting of shareholders.
Accordingly, the exchange believes that the qualifications of the convener and attendees of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results
1. The shareholders and their proxies attending the shareholders' meeting considered the proposals listed in the notice of shareholders' meeting, voted by open ballot, and the lawyers of the firm, the shareholders' representatives and supervisors of the company jointly counted and supervised the votes. 2. The voting results of the matters considered at the general meeting of shareholders are as follows:
(1) Deliberated and passed the proposal on renewing the appointment of accounting firms
Voting results: 321976255 shares were approved, accounting for 92.8169% of the shares held by voting shareholders attending the meeting. The proposal was passed.
(2) Deliberated and passed the proposal on renewing the appointment of internal control audit institutions
Voting results: 322592755 shares were approved, accounting for 92.9946% of the shares held by voting shareholders attending the meeting. The proposal was passed.
(3) The proposal on purchasing liability insurance for directors, supervisors and senior managers of the company was deliberated and passed. The voting results: 321655655 shares were agreed, accounting for 92.7245% of the shares held by voting shareholders attending the meeting. The proposal was passed.
Accordingly, the exchange believes that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
4、 Concluding observations
In conclusion, the exchange believes that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
This legal opinion is made in duplicate, one for the company and one for the exchange.
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Hunan Qiyuan law firm
Person in charge: Handling lawyer:
Ding Shaobo Liang Shuang
Handling lawyer:
Liao Qingyun
February 16, 2022
