Beijing Tianyuan law firm
About Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 055 to: Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298)
Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) (hereinafter referred to as the "company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") was held by combining on-site voting and online voting. The on-site meeting was held in the conference room of Beijing Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) Technology Co., Ltd., Building 5, yard 7, Dijin Road, Haidian District, Beijing on February 17, 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 Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) 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 reviewed the announcement on the resolution of the 23rd Meeting of the Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) eighth board of directors and the announcement on the resolution of the 19th meeting of the Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) eighth board of supervisors The Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) 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 examined the identity and qualification of shareholders attending the on-site meeting and 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.
Based on the facts that have occurred or exist in the securities law and the measures for the administration of securities legal business of law firms, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the opinions expressed are legal and accurate, There are no false records, misleading statements or major omissions, and they 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 announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
The lawyers of the firm 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 issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The 23rd Meeting of the 8th board of directors of the company made a resolution to convene the general meeting of shareholders on January 27, 2022, and issued the notice of convening the general meeting of shareholders through the designated disclosure media on January 28, 2022, specifying the time, place, deliberation items, participants and registration methods of the general meeting of shareholders.
The general meeting of shareholders of the company is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on February 17, 2022 in the conference room of Beijing Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) Technology Co., Ltd., building 5, yard 7, Dijin Road, Haidian District, Beijing. Mr. Qu Honggui, chairman of the company, presided over the meeting and completed all the agenda of the meeting. 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 of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 17, 2022; The starting and ending time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 17, 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 16 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 169074984 voting shares of the company, accounting for 22.845% 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 on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, a total of 10 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 168478284 voting shares of the company, accounting for 22.764% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 6 shareholders participated in the online voting of the general meeting of shareholders, holding 596700 voting shares of the company, accounting for 0.081% of the total shares of the company.
7 directors, supervisors, senior managers, shareholders (or shareholders' agents) other than shareholders (or shareholders' agents) (hereinafter referred to as "small and medium-sized investors") who individually or jointly hold more than 5% of the company's shares, representing 1268402 voting shares of the company, accounting for 0.171% 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 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.
The on-site voting of the matters considered at the general meeting of shareholders shall be jointly counted and monitored by the supervisors, shareholder representatives and lawyers of the exchange. 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) review the proposal on the general election of non independent directors by the board of directors of the company
Including the following sub proposals:
1.01 elect Mr. Qu Honggui as a non independent director of the ninth board of directors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
1.02 elect Mr. Shu Longsheng as a non independent director of the ninth board of directors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
1.03 elect Mr. Wang Yu as a non independent director of the ninth board of directors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
1.04 elect Mr. Guo Chen as a non independent director of the ninth board of directors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
1.05 voting on the election of Mr. Zhou Chao as a non independent director of the ninth board of directors: 169026885 votes in favor. Among them, the voting of small and medium-sized investors is 1220303. Voting result: adopted. 1.06 voting on the election of Mr. He Li as a non independent director of the ninth board of directors: 169026885 votes in favor. Among them, the voting of small and medium-sized investors is 1220303. Voting result: adopted. (II) review the proposal on the election of independent directors by the board of directors, including the following sub proposal: 2.01 election of Mr. Wei Jun as an independent director of the ninth board of directors voting: 169026885 votes in favor. Among them, the voting of small and medium-sized investors is 1220303. Voting result: adopted. 2.02 voting on the election of Mr. Wang Hejun as an independent director of the ninth board of directors: 169026885 votes in favor. Among them, the voting of small and medium-sized investors is 1220303. Voting result: adopted. 2.03 voting on the election of Ms. Han Xu as an independent director of the ninth board of directors: 169026885 votes in favor. Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
(III) review the proposal on the general election of shareholders' representative supervisors by the board of supervisors of the company
3.01 elect Ms. Zeng Ying as the shareholder representative supervisor of the ninth board of supervisors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
3.02 elect Mr. Wang libing as the shareholder representative supervisor of the ninth board of supervisors
Voting: 169026885 votes in favor.
Among them, the voting of small and medium-sized investors is 1220303.
Voting result: adopted.
(IV) review the proposal on the allowance for independent directors of the ninth board of directors of the company
Voting: 169045884 shares were approved, accounting for 99.983% of the voting shares held by shareholders attending the meeting; Against 29100 shares, accounting for 0.017% of the voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.000% of the voting shares held by shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 1239302 shares were agreed, accounting for 97.706% of the voting shares held by small and medium-sized investors attending the meeting; Against 29100 shares, accounting for 2.294% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.000% of the voting shares held by small and medium-sized investors attending the meeting. Voting result: adopted.
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.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on the first extraordinary general meeting of shareholders in Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) 2022) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
Handling lawyer (signature): Li Hua
Yin Chenyu
Address: 10 / F, insurance building The Pacific Securities Co.Ltd(601099) No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
February 17, 2022
