Beijing Yonghang law firm
About Shenzhen Asia Link Technology Development Co.Ltd(002316)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Shenzhen Asia Link Technology Development Co.Ltd(002316)
In accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the company 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 measures for the Administration of law firms engaging in securities legal business (hereinafter referred to as the measures for the administration of securities legal business), and other relevant laws According to the regulations, normative documents and the articles of association of Shenzhen Asia Link Technology Development Co.Ltd(002316) (hereinafter referred to as the articles of association), Beijing Yonghang law firm (hereinafter referred to as the firm) appointed lawyers to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the shareholders' meeting) of Shenzhen Asia Link Technology Development Co.Ltd(002316) (hereinafter referred to as the shareholders' meeting) and issued this legal opinion.
Our lawyers have checked and verified the authenticity and legitimacy of this general meeting of shareholders (hereinafter referred to as inspection) and issued legal opinions in accordance with the requirements of the rules of general meeting of shareholders. There are no false records, misleading statements and major omissions in this legal opinion. Otherwise, our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of this general meeting of shareholders. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 20 of the measures for the administration of securities legal business and Article 5 of the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have checked the relevant documents and facts of the general meeting of shareholders, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
After verification, the shareholders' meeting was convened by the decision of the 39th meeting of the Shenzhen Asia Link Technology Development Co.Ltd(002316) Fifth Board of directors held on January 26, 2022. On January 27, 2022, the board of directors of Shenzhen Asia Link Technology Development Co.Ltd(002316) published the announcement on the resolution of the 39th meeting of the Fifth Board of directors of Shenzhen Asia Link Technology Development Co.Ltd(002316) and the notice on convening the second extraordinary general meeting of shareholders in 2022 on the information disclosure media designated by China Securities Regulatory Commission.
The above announcement specifies the time and place of the shareholders' meeting, and explains the shareholders' right to attend the shareholders' meeting in person or by proxy and exercise their voting rights, as well as the voting method of the meeting, the equity registration date of the shareholders entitled to attend the meeting, the registration method, contact address and contact person of the shareholders attending the meeting. At the same time, the announcement listed the deliberation matters of the general meeting of shareholders, and fully disclosed the contents of relevant proposals.
The general meeting of shareholders was held by combining on-site voting and online voting. Due to the needs of epidemic prevention and control, the shareholders' meeting was held on site in combination with remote video. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 18, 2022 in multifunctional hall 7, floor 5, Liangyun Hotel, No. 12, Wuwu Road, Zhongshan District, Dalian, Liaoning Province. The meeting was presided over by Mr. Wang Yongbin, chairman of the board.
Shenzhen Asia Link Technology Development Co.Ltd(002316) provide online voting platforms to all shareholders through the trading system of Shenzhen Stock Exchange and the Internet system of Shenzhen Stock Exchange. The time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 18, 2022 to 15:00 p.m. on February 18, 2022.
Upon inspection, the board of directors of Shenzhen Asia Link Technology Development Co.Ltd(002316) has convened this general meeting of shareholders in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and has fully disclosed the contents of the proposals considered at this general meeting of shareholders. The time of this general meeting The place and contents of the meeting are consistent with those specified in the meeting notice.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid; 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、 Qualifications of personnel attending the general meeting of shareholders
Upon inspection, the shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders and voting through the Internet were
There are 16, representing 108422020 shares, accounting for 27.5799% of the total share capital of Shenzhen Asia Link Technology Development Co.Ltd(002316) . Among them, 13 small and medium-sized investors attended the on-site meeting of the general meeting of shareholders and voted through the Internet, with 6431214 representative shares, accounting for 1.6359% of the total share capital of Shenzhen Asia Link Technology Development Co.Ltd(002316) .
The persons attending the shareholders' meeting through on-site participation or remote video also include Shenzhen Asia Link Technology Development Co.Ltd(002316) directors, supervisors, senior managers and lawyers of the firm.
After inspection, our lawyers believe that the qualifications of the participants in this shareholders' meeting meet the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
After verification, the matters considered and voted at this general meeting are the proposals listed in the Shenzhen Asia Link Technology Development Co.Ltd(002316) announced meeting notice. The voting is as follows:
(I) proposal on cumulative voting of non independent board of directors Elect Mr. Wang Yongbin as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Wang Yongbin was elected as a non independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
2. Elect Mr. Yao Kehui as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Yao Kehui was elected as a non independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
3. Elect Mr. Yi Huanhuan as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Yi Huanhuan was elected as a non independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
4. Elect Mr. Wang Lianhong as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the general meeting of shareholders. Mr. Wang Lianhong was elected as a non independent director of the sixth board of directors of the company. Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
5. Elect Mr. Xue Pu as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Xue Pu was elected as a non independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
6. Elect Mr. Ding Jianchen as a non independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Ding Jianchen was elected as a non independent director of the sixth board of directors of the company. Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
(II) the proposal on the general election of independent directors by the board of directors was deliberated and adopted by the cumulative voting system
1. Elect Ms. Fu Rong as an independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the general meeting of shareholders. Ms. Fu Rong was elected as an independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
2. Elect Mr. Chi Weijun as an independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. Chi Weijun was elected as an independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
3. Elect Mr. LV Gonghua as an independent director of the sixth board of directors of the company
Voting results: 108393425 shares were approved, accounting for 99.9736% of the total voting shares attending the shareholders' meeting. Mr. LV Gonghua was elected as an independent director of the sixth board of directors of the company.
Among them, the voting situation of small and medium-sized investors: 6402619 shares were agreed, accounting for 99.5554% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
(III) deliberated and passed the proposal on the general election of Mr. Yuan Xunming as the shareholder representative supervisor of the board of supervisors. The voting results: 108394020 shares were approved, accounting for 99.9742% of the total voting shares attending the general meeting of shareholders; 26400 opposition shares, accounting for 0.0243% of the total voting shares attending the general meeting of shareholders; There are 1600 abstained shares, accounting for 0.0015% of the total voting shares attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 6403214 shares were agreed, accounting for 99.5646% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; Against 26400 shares, accounting for 0.4105% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; Abstained 1600 shares, accounting for 0.0249% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
After inspection, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that 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; The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid; The voting procedures and methods of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
This legal opinion is made in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Yonghang law firm on the second extraordinary general meeting of shareholders in Shenzhen Asia Link Technology Development Co.Ltd(002316) 2022)
Principal of Beijing Yonghang law firm:
Chen Guangyao
Handling lawyer:
Chen Guangyao
Chen Yanjun
February 18, 2022
