Legal opinion on the first extraordinary general meeting of shareholders in Digital China Group Co.Ltd(000034) 2022 (2022) tlyz ( Digital China Group Co.Ltd(000034) ) No. 01
March 3, 2022
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-2886625656 Fax: 86-2885256335
www.tahota. com.
About Digital China Group Co.Ltd(000034)
Legal opinion of the first extraordinary general meeting of shareholders in 2022 to: Digital China Group Co.Ltd(000034)
Taihetai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Digital China Group Co.Ltd(000034) (hereinafter referred to as “the company”), 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”) Relevant laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) and relevant provisions such as Digital China Group Co.Ltd(000034) articles of Association (hereinafter referred to as the articles of association) issue legal opinions on relevant matters of the general meeting of shareholders.
Matters declared by our lawyer
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 In order to issue this legal opinion, our lawyers attended the company’s first extraordinary general meeting in 2022 and reviewed the documents related to the general meeting provided by the company, including but not limited to:
(I) articles of Association;
(II) announcement of resolutions of the 12th meeting of the 10th board of directors;
(III) announcement of resolutions of the sixth meeting of the 10th board of supervisors;
(IV) prior approval opinions of independent directors on relevant matters considered at the 12th meeting of the 10th board of directors;
(V) independent opinions of independent directors on relevant matters considered at the 12th meeting of the 10th board of directors;
(VI) Notice on convening the first extraordinary general meeting of shareholders in 2022;
(VII) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022;
(VIII) other meeting materials related to the general meeting of shareholders.
The company guarantees that the above documents provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions, and that if the documents are copies, they are consistent with the original, and if the documents are copies, they are consistent with the original.
3、 The lawyer of the firm agrees that the board of directors of the company will take this legal opinion as the announcement material of the general meeting of shareholders of the company and announce it together with other documents to be announced.
4、 This legal opinion is only issued on the relevant legal matters involved in the company’s general meeting of shareholders. In addition, this legal opinion shall not be used for any other purpose without the consent of the exchange.
Based on the above statement, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the convening of the meeting, whether the convening procedures comply with relevant regulations, whether the qualifications of the participants and conveners are legal and effective, and whether the voting procedures and voting results of the meeting are legal and effective:
The first part is the main body
1、 Convening and convening procedures of this general meeting of shareholders
(I) the 12th meeting of the 10th board of directors of the company formed an effective resolution on convening the general meeting of shareholders on February 15, 2022, which was published in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on February 16, 2022 The notice of Digital China Group Co.Ltd(000034) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022015) (hereinafter referred to as the notice) was published on the website.
(II) the shareholders’ meeting 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 Thursday, March 3, 2022 in the conference hall of century Jinyuan Xiangshan business travel hotel, No. 59, beizhenghuang banner, Haidian District, Beijing. The shareholders’ meeting of the company conducted online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 and 9:30 a.m. on March 3, 2022-
11: 30, 13:00-15:00 PM; The specific time of voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on March 3, 2022.
After verification, the time and method of the company’s meeting notice and the content of the notice comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association. The actual time, place, method and content of the general meeting of shareholders are consistent with the notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law, the securities law, the rules of general meeting of shareholders and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the meeting
(I) qualification of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualification of the convener of this general meeting of shareholders meets the relevant provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and is legal and effective.
(II) qualification of participants
1. A total of 13 shareholders and shareholders’ agents attended the general meeting, representing 242150315 shares, accounting for 374741% of the total voting shares of the company. Among them: (1) there were 3 shareholders and shareholders’ agents attending the on-site meeting, representing 238986740 shares, accounting for 369845% of the total voting shares of the company; (2) According to the statistical results of online voting provided by the online voting system of Shenzhen Stock Exchange to the company after the online voting of this meeting, there are 10 shareholders voting through the online voting system, with 3163575 representative shares, accounting for 0.4896% of the total voting shares of the company.
The aforesaid qualification of shareholders voting through the online voting system shall be verified by the online voting system and Internet voting system of Shenzhen Stock Exchange.
2. In addition to the lawyers of the firm and the shareholders of the company, the personnel attending the shareholders’ meeting also include the relevant directors, supervisors, senior managers and other relevant personnel of the company.
After verification, our lawyers believe that the qualifications of the participants in this meeting comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
1. The general meeting of shareholders adopted a combination of on-site voting and online voting to vote on the three proposals specified in the notice, and did not shelve or refuse to vote for any reason.
2. The shareholders attending the on-site meeting of the general meeting of shareholders elected two shareholder representatives to count and monitor the votes of the on-site meeting together with the lawyers and supervisors of the firm. Shareholders participating in online voting voted on the proposal of the general meeting of shareholders through the system of Shenzhen Stock Exchange and the Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting of the general meeting of shareholders.
(II) voting results
Combined with the voting results of the on-site meeting and online voting results of the general meeting of shareholders, the voting results of the general meeting of shareholders are as follows:
1. The proposal on daily connected transactions expected in 2022 was deliberated and passed by special resolution
Class agrees against waiver
Total number of shares attending the meeting number of shares with effective voting rights number of shares with effective voting rights
(shares) total number of shares to (shares) total number of shares to (shares) voting shares
Proportion of total cases
87,301711 999190％ 70,801 0.0810％ 0 0.0000％
Agree against abstention
Accounting for the attendance of the meeting, accounting for the attendance of the meeting, accounting for the attendance of the meeting
Discussion on small and medium-sized investors
Number of shares number of shares number of shares number of shares capital holders valid voting rights valid voting rights
(shares) (shares) (shares) voting shares total number of shares to total number of shares
Cases of total number of copies
example
3,092774 977620％ 70,801 2.2380％ 0 0.0000％
Remarks: Mr. Guo Wei, the affiliated shareholder and China Securities Co.Ltd(601066) Fund – Citic Securities Company Limited(600030) – China Securities Co.Ltd(601066) fund dingzeng No. 16 asset management plan avoided voting on the proposal.
2. The proposal on Canceling Part of the repurchased shares was deliberated and passed by special resolution
Class agrees against waiver
Total number of shares attending the meeting number of shares with effective voting rights number of shares with effective voting rights
(shares) total number of shares to (shares) total number of shares to (shares) voting shares
Proportion of total cases
242079,514 999708％ 70,801 0.0292％ 0 0.0000％
Agree against abstention
Accounting for the attendance of the meeting, accounting for the attendance of the meeting, accounting for the attendance of the meeting
Discussion on small and medium-sized investors
Number of shares
