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Beijing Jingtian Gongcheng law firm
Notice on the first extraordinary general meeting of shareholders in Zhongyan Technology Co.Ltd(003001) 2022
Lawyer witness legal opinion
To: Zhongyan Technology Co.Ltd(003001)
Entrusted by Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as "the company"), Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") appointed lawyers to attend the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company on March 3, 2022. In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), 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, the Listing Rules of Shenzhen stock exchange and other existing relevant laws and regulations In accordance with the provisions of normative documents and Zhongyan Technology Co.Ltd(003001) articles of Association (hereinafter referred to as the "articles of association"), our lawyers have carefully examined the convening and convening procedures of the company's general meeting of shareholders, the qualifications of conveners and participants, and the legitimacy and effectiveness of voting procedures, and issued this legal opinion.
The lawyers of the firm shall express legal opinions in accordance with the requirements of current laws and regulations based on the facts mastered by attending the shareholders' meeting and the documents provided by the company. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided all the documents and materials that the lawyer of this firm believes are necessary for issuing this legal opinion. The documents, materials and statements provided meet the requirements of authenticity, accuracy and integrity, without major omissions and misleading statements, and the relevant copies and copies are consistent with the original and the original respectively.
Whether the qualifications of the members of the meeting and the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, and will not express opinions on the contents of the proposals considered at the meeting and the authenticity of the facts or data expressed in such proposals Comment on accuracy and completeness. This legal opinion is only used by the company for the purpose of explaining the legitimacy of relevant matters of this shareholders' meeting, and shall not be used for any other purpose.
Our lawyer agrees to announce this legal opinion together with the resolution of the company's general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyer issued the following legal opinions on the company's general meeting of shareholders:
1、 On the convening and convening procedures of this general meeting of shareholders
1. On February 15, 2022, the company held the 32nd meeting of the second board of directors, decided to be convened by the board of directors, and held the general meeting of shareholders on March 3, 2022.
2. On February 16, 2022, the company opened the website at www.cn.info.com.cn And other media published the notice on convening the first extraordinary general meeting of shareholders in 2022, announcing the time, place, deliberation topics, meeting registration and other matters of the general meeting of shareholders.
3. At 14:00 p.m. on March 3, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in the company conference room on the 12th floor of Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing. The online voting time is March 3, 2022, among which: (1) the voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 3, 2022; (2) The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 3, 2022.
After checking the relevant materials of the shareholders' meeting, our lawyers believe that the convening and convening procedures of the shareholders' meeting comply with the provisions of the company law, the rules for the shareholders' meeting of listed companies and other laws, regulations and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
A total of 17 shareholders and shareholders' agents attended the general meeting, representing 78606512 shares, accounting for 614465% of the total shares of the listed company. Among them, 9 shareholders voted on the spot, representing 76426706 shares, accounting for 597425% of the total shares of the listed company; Eight shareholders voted online, representing 2179806 shares, accounting for 1.7039% of the total shares of the listed company. The qualification identity of shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange. All shareholders and their agents attending the shareholders' meeting are the company's shareholders or their agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on the equity registration date (February 25, 2022). All shareholders hold relevant shareholding certificates and agents hold written power of attorney.
The general meeting of shareholders was convened by the board of directors of the company and presided over by Mr. Wang Lijian, chairman of the company. The directors and supervisors of the company attended the general meeting of shareholders, and the senior managers of the company and the lawyers of the firm attended the general meeting of shareholders as nonvoting delegates. The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders and the convener of the meeting meet the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association.
3、 Proposals considered at the general meeting of shareholders
After on-site verification by our lawyers, the following proposals were considered at the general meeting of shareholders:
1. Proposal on Amending the rules of procedure of the board of directors
2. Proposal on the general election of non independent directors of the third board of directors
2.01 elect Mr. Wang Lijian as a non independent director of the third board of directors of the company
2.02 elect Mr. Wu Jianbo as a non independent director of the third board of directors of the company
2.03 elect Mr. Wu Siyu as a non independent director of the third board of directors of the company
2.04 elect Mr. Liu Jianguo as a non independent director of the third board of directors of the company
2.05 elect Mr. Niu Hui as a non independent director of the third board of directors of the company
2.06 elect Mr. Zhou Jianhe as a non independent director of the third board of directors of the company
3. Proposal on the general election of independent directors of the third board of directors
3.01 elect Mr. Zhang Xinwei as an independent director of the third board of directors of the company
3.02 elect Mr. Gao average as an independent director of the third board of directors of the company
3.03 elect Mr. Chen Tao as an independent director of the third board of directors of the company
4. Proposal on the general election of non employee supervisors of the third board of supervisors
4.01 elect Mr. Tian Yi as the non employee supervisor of the third board of supervisors of the company
4.02 elect Mr. Yang Baosen as the non employee supervisor of the third board of supervisors of the company
The contents of this shareholders' meeting are consistent with the contents of the notice and announcement of the meeting, and there is no temporary proposal.
Lawyers of the firm believe that the above proposal has been disclosed by the board of directors of the company in the notice of the general meeting of shareholders, which is in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of Association.
4、 Voting procedures and results of matters considered at the general meeting of shareholders
Witnessed by our lawyers, the shareholders' meeting deliberated and voted on the proposals listed in the meeting notice one by one. The general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site votes shall be counted by the scrutineer and the teller, and the voting results shall be announced on the spot; The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of the on-site voting. The company provides shareholders with the online voting platform of the shareholders' meeting through the trading system and Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Stock Exchange provides the company with the total number of shares and voting results of the online voting of the shareholders' meeting.
According to the statistical voting results, the voting results of the proposals considered at the shareholders' meeting are as follows:
1. Proposal on Amending the rules of procedure of the board of directors
The motion is a special resolution. Voting results: 78589071 on-site and online votes, accounting for 999778% of the total effective voting shares of shareholders attending the meeting; 200 negative votes, accounting for 0.0003% of the total effective voting shares of shareholders attending the meeting; 17241 shares were abstained, accounting for 0.0219% of the total effective voting shares of shareholders attending the meeting. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5301731 shares in favor, 200 shares against and 17241 shares abstained.
2. Proposal on the general election of non independent directors of the third board of directors
2.01 elect Mr. Wang Lijian as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
2.02 elect Mr. Wu Jianbo as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
2.03 elect Mr. Wu Siyu as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
2.04 elect Mr. Liu Jianguo as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
2.05 elect Mr. Niu Hui as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (network and on-site total): 5136196 shares were agreed.
2.06 elect Mr. Zhou Jianhe as a non independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
3. Proposal on the general election of independent directors of the third board of directors
3.01 elect Mr. Zhang Xinwei as an independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
3.02 elect Mr. Gao average as an independent director of the third board of directors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
3.03 elect Mr. Chen Tao as an independent director of the third board of directors of the company
The bill is subject to a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
4. Proposal on the general election of non employee supervisors of the third board of supervisors
4.01 elect Mr. Tian Yi as the non employee supervisor of the third board of supervisors of the company
The bill implements a cumulative voting system. The number of on-site votes: 4236. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
4.02 elect Mr. Yang Baosen as the non employee supervisor of the third board of supervisors of the company
The bill implements a cumulative voting system. Voting results: 78423536 votes were cast on site and online. Among them, the voting results of small and medium-sized investors attending the meeting (total online and on-site): 5136196 shares were agreed.
The convening of this general meeting of shareholders has been made into meeting minutes, which shall be signed and filed by the directors attending the meeting and the Secretary of the board of directors.
After verification, our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association.
5、 Concluding observations
To sum up, our lawyers believe that the procedures for convening and convening the general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures, voting results and the resolutions of the meeting are in line with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association, and are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed by the witness lawyer appointed by the exchange and sealed by the exchange. (no text below)
(there is no text on this page, which is about Beijing Zhongyan Technology Co.Ltd(003001) science and technology by Beijing Jingtian Gongcheng law firm
