Jin Mao Partners
Jinmao Kaide law firm
13F, HongKongNewWorld Tower, No.300 HuaihaiZhongRd, Shanghai, 200021,P.R.C.
13th floor, Hong Kong Shanghai New World Co.Ltd(600628) building, 300 Huaihai Middle Road, Shanghai 200021, China
Tel: (8621) 63872000 fax / Fax: (8621) 63353272
Shanghai Jinmao Kaide law firm
About Qitian Technology Group Co.Ltd(300061)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Qitian Technology Group Co.Ltd(300061)
Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) was held on the afternoon of February 16, 2022 at the Changjiang hall, 15 / F, great wall building, 3000 Zhongshan North Road, Putuo District, Shanghai. Shanghai Jinmao Kaide law firm (hereinafter referred to as “the firm”) was invited by the company to appoint lawyer Li Zhiqiang and Lawyer Zhang Chengyi (hereinafter referred to as “the firm”) to attend the meeting, 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”) The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the company’s articles of association To express legal opinions on the qualifications of the participants and the voting procedures of the general meeting of shareholders.
The lawyer of the firm agrees that the company will take this legal opinion as the legal document of the general meeting of shareholders and submit it to Shenzhen stock exchange together with other documents for review and announcement.
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In order to issue this legal opinion, the firm and its lawyers, in accordance with the requirements of current laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, discuss whether the convening and convening procedures of this general meeting of shareholders comply with relevant regulations The legality of convening the shareholders’ meeting and the validity of the voting procedures of the shareholders’ meeting:
On January 29, 2022, the board of directors of the company published the notice of Qitian Technology Group Co.Ltd(300061) on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the CSRC. The notice of the meeting includes the basic information of the meeting (convener, legality and compliance of the meeting, meeting time, meeting method, equity registration date, participants of the meeting and site meeting place), the proposal considered at the meeting, proposal code, site meeting registration method, specific operation process of participating in Online voting and other matters.
The shareholders’ meeting of the company adopts the combination of on-site voting and online voting. The on-site meeting of the company is held according to the contents of the meeting notice. The company provides the shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The time and method of Online voting are consistent with the contents of the meeting notice of the shareholders’ meeting.
Upon review, the notice of convening the general meeting of shareholders was issued 15 days before the general meeting of shareholders. The time, method and content of the notice issued by the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The general meeting of shareholders was presided over by Mr. Liu Tao, chairman of the company. The convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association. 2、 Qualification of attendees of the on-site meeting of the general meeting of shareholders
1. Shareholders attending the on-site meeting (refer to “shareholders and / or shareholder representatives”, the same below)
After inspection, there were 3 shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, with 98196688 representative shares, accounting for 14.8570% of the total share capital of the company.
After checking the identity certificate, shareholding certificate, power of attorney and other documents of the shareholders attending the on-site meeting of the general meeting of shareholders, the shareholders attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications and comply with the relevant provisions of laws, regulations, normative documents and the articles of Association.
2. Persons attending the meeting as nonvoting delegates
According to the audit, in addition to the shareholders attending the on-site meeting of the general meeting of shareholders, the persons attending the meeting also include the directors, supervisors and senior managers of the company and the lawyers appointed by the company, all of whom are legally qualified to attend the general meeting of shareholders.
In conclusion, the exchange believes that the personnel attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications and comply with the relevant provisions of laws, regulations, normative documents and the articles of association. 3、 No shareholders put forward interim proposals at the shareholders’ meeting. IV. voting procedures at the on-site meeting of the shareholders’ meeting
After review, the shareholders attending the on-site meeting of the general meeting of shareholders considered the proposal, voted by on-site voting, counted and monitored the votes in accordance with the rules of the general meeting of shareholders and the articles of association, and announced the voting results on the spot.
The exchange believes that the voting procedures, voting methods and voting results of the on-site meeting of the general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents and the articles of association. 5、 Voting procedures for online voting at this shareholders’ meeting
1. Provision of online voting system for this shareholders’ meeting
According to the company’s notice on convening the general meeting of shareholders and other relevant announcement documents, shareholders of the company can vote by online voting in addition to on-site voting. At this shareholders’ meeting, the company will adopt the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the above online voting time.
2. Qualification of online voting shareholders and handling of repeated voting
All shareholders registered on the equity registration date of this shareholders’ meeting have the right to exercise their voting rights through the online voting platform. Shareholders of the company can only 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.
3. Announcement of online voting
On January 29, 2022, the board of directors of the company published the notice of Qitian Technology Group Co.Ltd(300061) on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the CSRC, which made a detailed announcement on online voting matters.
4. Online voting
The number of online voting votes and on-site voting votes of this general meeting of shareholders are included in the total number of voting rights of this general meeting of shareholders.
After examination, there are 11 shareholders participating in online voting, with 73708199 representative shares, accounting for 11.1520% of the total share capital of the company.
The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they vote online. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, regulations, normative documents and relevant provisions of the articles of association, the exchange believes that the online voting of this general meeting of shareholders complies with laws, regulations, normative documents and relevant provisions of the articles of association, and the announcement, voting methods and statistics of voting results of online voting are legal and effective. 6、 Voting results of this shareholders’ meeting
After the online voting of this shareholders’ meeting, the company consolidated and counted the voting results of on-site voting and online voting. A total of 14 shareholders and shareholder representatives attended the general meeting of the company, representing 171904887 shares, accounting for 26.0090% of the total share capital of the company. Among them, 10 small and medium-sized investors and their representatives participated in the voting, with 457550 representative shares, accounting for 0.0692% of the total share capital of the company. The voting results of the general meeting of shareholders after consolidated statistics are as follows:
Whether it is related to whether the number, name and relevance of the proposal, especially the voting results after consolidated statistics, are small and medium-sized votes. Those who pass the resolution of shareholders’ return of capital shall avoid the independent vote counting of the proposal
On the nomination of non
1. Proposal on whether / not / yes of independent director candidates
About the nomination of Li Tiansong
1.01 whether Sheng, as a non independent director of the company, agrees to the proposal of 171786290 (shares)
About the election of Zhang Lili’s daughter
1.02 whether the non independent directors of the company agree with (share) 171786290
On the nomination of independent directors of the company
2. Whether the proposal of legislative director candidates is no / / Yes
About the nomination of Liu Xitong female
2.01 whether the independent directors of the company agree to the proposal of 171786289 (shares)
About the nomination of Mr. Xiong Hui
2.02 whether the independent director of the company agrees (shares) 171786299 is a proposal
About the nomination of Gao Lixian
2.03 whether Sheng, as an independent director of the company, agrees with the proposal of (share) 171786294 yes
Proportion of consent (%) 99.9971%
Consent on cancellation of company share (s) 171899987
3. Proposal on whether the remaining shares in the special securities account are against the remaining shares 4900
Waiver (shares) 0
Consent on change of registration place (%) 99.9971%
Whether the joint amendment of address and registered capital is to agree with (share) 171899987 is to oppose (share) 4900 of 4 amendments to the articles of association
0. Waiver (shares)
The proportion of non consent of nominating companies (%) 99.9965%
5. Whether the employee representative supervisor candidate agrees with (shares) 171898887 is the person’s proposal against (shares) 6000
Whether it is related to whether the number, name and relevance of the proposal, especially the voting results after consolidated statistics, are small and medium-sized votes. Those who pass the resolution of shareholders’ return of capital shall avoid the independent vote counting of the proposal
Waiver (shares) 0
7、 Conclusion
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents and the articles of association, and the qualifications of the participants are legal and valid. No shareholders put forward any temporary proposal at the shareholders’ meeting, the voting procedures of the meeting comply with the provisions of laws, regulations, normative documents and the articles of association, and the resolutions adopted at the shareholders’ meeting are legal and effective.
This legal opinion is made in three originals,
