Beijing Tianyue law firm
On the second extraordinary general meeting of shareholders of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology development (holding) Co., Ltd. in 2022
Legal opinion
Beijing Tianyue law firm
Beijing Technology Development (0001) Co., Ltd
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology development (holding) Co., Ltd
Beijing Tianyue law firm (hereinafter referred to as “the exchange”) is entrusted by Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology development (holding) Co., Ltd. (hereinafter referred to as “the company”), and appointed zhuweijiang and qijiahui (hereinafter referred to as “our lawyers”) to attend the second temporary shareholders’ meeting of the company in 2022 (hereinafter referred to as the “shareholders’ meeting”), In accordance with the provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China, 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 Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology development (holding) Co., Ltd. (hereinafter referred to as the “articles of association”), witness the legitimacy of this general meeting of shareholders, And issue legal opinions.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, it is only about whether the convening and convening procedures of the general meeting of shareholders of the company comply with the laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, whether the qualifications of the participants and the convener are legal and effective Express opinions on whether the voting procedures and voting results of the meeting are legal and effective, and do not express opinions on the contents of the proposals considered at the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
The lawyer of the firm agrees to announce this legal opinion as a document of the company’s general meeting of shareholders in accordance with relevant regulations, and bear the responsibility for the legal opinion issued by the firm in accordance with the law.
Our lawyers have verified and verified the relevant materials and facts required to issue this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. Now, our legal opinions are as follows:
1、 Procedures for convening and convening this general meeting of shareholders
On January 22, 2022, the board of directors of the company published the notice on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) on China Securities Journal, securities times, securities daily and cninfo.com, an information disclosure website designated by the CSRC The deliberative matters, online voting time, online voting procedures, and the qualifications of attendees shall be announced.
This general meeting of shareholders adopts a combination of on-site voting and online voting, in which:
1. The on-site meeting was held on the 22nd floor, block B, Pengrun building, No. 26, Xiaoyun Road, Chaoyang District, Beijing at 14:30 p.m. on February 22, 2022. Mr. Xu Zhongmin, chairman of the company, was unable to attend due to other official duties. Mr. Hou Zhanjun, director and President elected by more than half of the directors, presided over the meeting. The time and place of the on-site meeting of the general meeting of shareholders are consistent with the time and place notified in the notice of meeting.
2. The online voting time is February 22, 2022, in which:
The specific 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 22, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 22, 2022.
The shareholders’ meeting has provided online voting arrangements for relevant shareholders through the online voting system in accordance with the meeting notice.
The lawyer of the firm verified that the time, method and content of the notice issued by the board of directors of the company comply with relevant laws, regulations and the articles of Association; The actual time and place of the shareholders’ meeting, the time and procedure of online voting are consistent with the time and place notified in the meeting notice; The convening and convening of this general meeting of shareholders comply with relevant laws, regulations and the articles of association. 2、 On the qualifications of the personnel attending the general meeting of shareholders
Two shareholders (agents) attended the on-site meeting of the general meeting of shareholders, representing 124875348 shares held by the two shareholders, accounting for 16.5809% of the total voting shares of the listed company. According to the data provided by Shenzhen Securities Information Co., Ltd., 7 shareholders (proxies) participated in online voting at the shareholders’ meeting, representing 22166922 shares, accounting for 2.9433% of the total voting shares of the listed company. The shareholding of the above shareholders shall be subject to the shareholders of the company registered after the trading of Shenzhen Stock Exchange in the afternoon of February 15, 2022 provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
Nine shareholders (agents) participated in the on-site voting of the general meeting of shareholders and voting on the proposal through the Internet, representing 147042270 shares held by nine shareholders, accounting for 19.5242% of the total voting shares of the listed company. After verification, the qualifications of shareholders and their representatives attending the on-site meeting of the general meeting of shareholders are legal and valid. The qualification of shareholders voting through online voting has been verified by Shenzhen Securities Information Co., Ltd.
Some directors, supervisors and senior managers of the company and lawyers employed by the company also attended the shareholders’ meeting. According to the provisions of the articles of association, the above-mentioned persons are qualified to attend the general meeting of shareholders.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders’ meeting deliberated and voted on the following proposals item by item based on the cumulative voting system:
1. Proposal on the general election of the company’s board of directors and the election of non independent directors of the eighth board of directors;
1.1 proposal on electing Xu Zhongmin as a director of the 8th board of directors;
1.2 proposal on electing Hou Zhanjun as a director of the eighth board of directors;
1.3 proposal on electing Huang Xiuhong as a director of the eighth board of directors;
1.4 proposal on electing Chen Ping as a director of the 8th board of directors;
1.5 proposal on electing Zhang Ye as a director of the eighth board of directors;
1.6 proposal on electing Zou Xiaochun as a director of the 8th board of directors.
2. Proposal on the general election of the company’s board of directors and the election of independent directors of the eighth board of directors;
2.1 proposal on the election of historical records as independent directors of the eighth board of directors;
2.2 proposal on electing Dong Lei as an independent director of the eighth board of directors;
2.3 proposal on electing Li Wanjun as an independent director of the eighth board of directors.
The general meeting of shareholders deliberated and voted on the following proposals under the non cumulative voting system:
3. Proposal on the general election of the company’s board of supervisors and the election of supervisors of Cao Yonggang’s eighth board of supervisors.
According to the witness of our lawyer, the proposal submitted to the shareholders’ meeting for deliberation and voting is consistent with the notice of the meeting. The shareholders attending the shareholders’ meeting voted on various proposals by open ballot. After the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting. The voting shall be conducted under the supervision of the scrutineer and vote counter elected by the shareholders attending the on-site meeting of the general meeting of shareholders, and the voting results shall be announced on the spot as follows:
1. The voting results of the proposal on the general election of the board of directors and the election of non independent directors of the eighth board of directors are as follows:
1.1 elect Xu Zhongmin as a director of the 8th board of directors:
Voting:
146939522 shares were approved, accounting for% of the total number of valid voting shares attending the general meeting of shareholders
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Voting result: the proposal was considered and approved by the general assembly.
1.2 elect Hou Zhanjun as a director of the 8th board of directors:
Voting:
146938591 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837191 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
1.3 elect Huang Xiuhong as the director of the 8th board of directors:
Voting:
146938590 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837190 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
1.4 elect Chen Ping as a director of the 8th board of directors:
Voting:
146938591 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837191 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
1.5 elect Zhang Ye as a director of the 8th board of directors:
Voting:
146938591 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837191 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
1.6 elect Zou Xiaochun as a director of the 8th board of directors:
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Voting:
146945071 shares were approved, accounting for 99.9339% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22843671 shares were approved, accounting for 99.5763% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
2. The voting results of the proposal on the general election of the board of directors and the election of independent directors of the eighth board of directors are as follows:
2.1 election of historical records as independent directors of the eighth board of directors:
Voting:
146938591 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837191 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
2.2 elect Dong Lei as an independent director of the 8th board of directors:
Voting:
146938591 shares were approved, accounting for 99.9295% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22837191 shares were approved, accounting for 99.5481% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
2.3 elect Li Wanjun as an independent director of the 8th board of directors:
Voting:
146941831 shares were approved, accounting for 99.9317% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22840431 shares were approved, accounting for 99.5622% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
3. The voting results of the proposal on the general election of the board of supervisors and the election of supervisors of Cao Yonggang’s eighth board of supervisors are as follows:
Voting:
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146963590 shares were approved, accounting for 99.9465% of the total number of valid voting shares attending the general meeting of shareholders; Against 78680 shares, accounting for 0.0535% of the total number of valid voting shares attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders. Among them, the voting of minority shareholders: 22862190 shares were approved, accounting for 99.6570% of the total number of valid voting shares held by minority shareholders attending the meeting; 78680 opposed shares, accounting for 0.3430% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: the proposal was considered and approved by the general assembly.
According to the voting results, Mr. Xu Zhongmin, Mr. Hou Zhanjun, Ms. Huang Xiuhong, Ms. Chen Ping, Mr. Zhang Ye and Mr. Zou Xiaochun were elected as directors of the eighth board of directors; Mr. Shi Luwen, Mr. Dong Lei and Mr. Li Wanjun were elected as independent directors of the eighth board of directors; Mr. Cao Yonggang was elected as the supervisor of the 8th board of supervisors.
4、 Concluding observations
The lawyers of the firm believe that the procedures for convening and convening the general meeting of shareholders of the company comply with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association, the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener are legal and valid, and the voting procedures and voting results of the meeting comply with the relevant provisions of relevant laws, administrative regulations and the articles of association, Legal and valid.
This legal opinion shall come into force after being sealed by the firm and signed by the lawyer of the firm. This legal opinion is made in three originals. (no text below this page)
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