Beijing Zhonglun law firm
About Macrolink Culturaltainment Development Co.Ltd(000620)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
March 2022
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Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Macrolink Culturaltainment Development Co.Ltd(000620)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Macrolink Culturaltainment Development Co.Ltd(000620)
Entrusted by Macrolink Culturaltainment Development Co.Ltd(000620) (hereinafter referred to as "the company"), Beijing Zhonglun law firm (hereinafter referred to as "the firm") appoints its lawyers to witness the legitimacy of the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and issue legal opinions. In accordance with the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is 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") China Securities Regulatory Commission (hereinafter referred to as "CSRC"), 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 detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as "the detailed rules for the implementation of online voting at the general meeting of shareholders") and other currently effective laws and regulations Normative documents and the provisions of Macrolink Culturaltainment Development Co.Ltd(000620) articles of Association (hereinafter referred to as the "articles of association") and rules of procedure of the meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, the voting procedures of the meeting and the voting results comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the 11th meeting of the 10th board of directors on February 14, 2022, and deliberated and adopted the notice on convening the first extraordinary general meeting of shareholders in 2022.
2. On February 15, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media designated by the CSRC, which discussed the time and place of the general meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting The name and telephone number of the contact person and other matters were notified to all shareholders in the form of announcement.
After examination, our lawyers believe that the time, method and content of the notice of the company's shareholders' meeting and the convening procedure of the company's shareholders' meeting comply with the provisions of the company law, the rules of shareholders' meeting and other laws, regulations, normative documents, the articles of association and the rules of procedure of shareholders' meeting.
2、 Convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site meeting and online voting.
2. The on-site meeting of the shareholders' meeting was held at Macrolink Culturaltainment Development Co.Ltd(000620) International Cultural Exchange Center, Shunyi District, Beijing at 14:30 p.m. on Wednesday, March 2, 2022. The meeting was presided over by Mr. Ma Chenshan, chairman of the company.
3. The online voting time of this general meeting of shareholders is March 2, 2022. Among them, 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 March 2, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on March 2, 2022.
After examination, our lawyers believe that the convening of this shareholders' meeting complies with the provisions of the company law, rules of shareholders' meeting and other laws, regulations and normative documents, as well as the articles of association and rules of procedure of shareholders' meeting. 3、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
1. According to the inspection, 15 shareholders and their proxies attended the general meeting of shareholders of the company, representing 1162923867 shares, accounting for 613133% of the total shares of the company.
(1) According to the verification of our lawyers, there was one shareholder and shareholder agent present at the shareholders' meeting, representing 1160272587 shares, accounting for 611735% of the total shares of the company.
(2) According to the statistics of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the company, there are 14 shareholders and shareholder agents voting through the online voting system during the online voting time, representing 2651280 shares, accounting for 0.1398% of the total shares of the company. The qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they conduct online voting.
The lawyer of the firm has verified and confirmed that the identity information of shareholders and shareholders' agents attending the meeting and the relevant information of shareholders' registration are legal and valid. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
2. The company's directors and the Secretary of the board of directors attended the shareholders' meeting, and the witness lawyers attended the shareholders' meeting as nonvoting delegates.
3. The convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the firm believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice of shareholders' meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the voting activities, the company counted the voting results and announced them on the spot by the host of the meeting.
After witnessing, the lawyer of the firm confirmed that the following proposals were considered and passed at the general meeting of shareholders:
1. Proposal on the election of supervisors of the company
Voting results: 1162842667 shares were approved, accounting for 999930% of the total voting shares attending the meeting; Against 81200 shares, accounting for 0.0070% of the total voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares attending the meeting. Voting results of small and medium-sized investors: 2570080 shares were agreed, accounting for 969373% of the shares held by small and medium-sized shareholders attending the meeting; Against 81200 shares, accounting for 3.0627% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. None of the shareholders and their proxies attending the shareholders' meeting raised any objection to the voting results.
After verification, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations and normative documents, the articles of association and the rules of procedure of general meeting of shareholders.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the company law, securities law, rules of general meeting of shareholders and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and rules of procedure of general meeting of shareholders. The qualifications of the participants and conveners of the meeting are legal and effective, and the voting procedures of the meeting The voting result is legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm. (no text below)
Legal opinion
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Macrolink Culturaltainment Development Co.Ltd(000620) 2022)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Jia Chen
Handling lawyer:
Gong Ting
March 2, 2002
