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Guangzhou Shenzhen Dongguan Jiangmen Sanya
Guangdong legal Shengbang law firm
About Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113)
Entrusted by Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113) (hereinafter referred to as “the company”), Guangdong legal Shengbang law firm (hereinafter referred to as “the firm”) appointed lawyer Li Xiujiao and lawyer Bian Lei (hereinafter referred to as “the firm”) to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the shareholders’ meeting”) held by the company.
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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) According to the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, the Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113) articles of Association (hereinafter referred to as the “articles of association”) and other provisions, express legal opinions on the convening and convening procedures of this shareholders’ meeting, the qualifications of conveners and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this shareholders’ meeting, and express legal opinions, and do not express opinions on the completeness, authenticity and accuracy of the proposal content of this shareholders’ meeting and the facts and data involved.
(2) The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of 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, 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.
(3) The company has guaranteed and promised to the exchange and its lawyers that the documents, materials, explanations and other information related to the shareholders’ meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and the documents issued or provided are free from false records, misleading statements or major omissions.
(4) The exchange and its lawyers agree to publish this legal opinion as a necessary document of the company’s shareholders’ meeting. No one shall use it for any other purpose without the prior written consent of the exchange and its lawyers.
Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this shareholders’ meeting
(I) convening of this shareholders’ meeting
1. On February 14, 2022, the 12th meeting of the 12th board of directors of the company adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on March 3, 2022.
2. On February 16, 2022, the board of directors of the company made a statement on China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) The notice of Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113) on convening the first extraordinary general meeting of shareholders in 2022 was published. (hereinafter referred to as “meeting notice”).
(II) convening of this shareholders’ meeting
1. The shareholders’ meeting was held by combining on-site meeting and online voting. 2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 3, 2022 in the conference room on the 6th floor of Xingchang petrochemical building, Yueyang Avenue, Yueyang City, Hunan Province.
3. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:000 p.m. on March 3, 2022, and at any time from 09:15 a.m. on March 3, 2022 to 15:00 p.m. on March 3, 2022 through the Internet system of Shenzhen Stock Exchange, The shareholders’ meeting has provided online voting arrangements for shareholders through the online voting system in accordance with the meeting notice.
After verification by the lawyers of the exchange, the actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the announcement in the meeting notice.
The lawyer of the firm believes that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and is in line with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this shareholders’ meeting
The convener of this shareholders’ meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of shareholders’ meeting and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) attendance of shareholders
Overall attendance of shareholders: there are 26 shareholders voting on site and online, representing 358101788 shares of the company, accounting for 237068% of the total voting shares of the company.
Among them, there are 6 shareholders and entrusted agents attending the on-site meeting and voting, representing 355170110 shares of the company, accounting for 235127% of the total voting shares of the company. A total of 20 shareholders participated in the online voting of the general meeting of shareholders, representing 2931678 shares, accounting for 0.1941% of the total voting shares of the company.
Overall attendance of minority shareholders:
A total of 20 small and medium-sized investors attended the shareholders’ meeting, representing 2931678 shares, accounting for 0.1941% of the total shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
Other persons attending or attending the on-site meeting of the shareholders’ meeting include some directors, supervisors, senior managers, Secretary of the board of directors and lawyers of the exchange.
In conclusion, our lawyers believe that the convener and attendees of this shareholders’ meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Proposal of this shareholders’ meeting
The proposal of this shareholders’ meeting is: proposal on the appointment of audit institutions in 2021. Upon inspection, the matters discussed at this shareholders’ meeting are completely consistent with those listed in the above announcement.
4、 Voting procedures and results of this shareholders’ meeting
(I) voting procedures of this shareholders’ meeting
The shareholders’ meeting was held by combining on-site meeting and online voting. Witnessed by our lawyers, the proposals listed in the notice of this meeting were considered according to the agenda of the meeting and voted by combining on-site voting and online voting. The on-site meeting voted on the proposals listed in the notice of the meeting by open ballot in writing, and the shareholder representatives, supervisor representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd.
After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the shareholders’ meeting combined the two results.
(II) voting results of this shareholders’ meeting
The general meeting of shareholders will vote on the proposal by means of on-site voting and online voting. The voting details are as follows:
The proposal on the appointment of audit institutions in 2021 was deliberated and adopted.
Total voting: 357583988 shares were approved, accounting for 998554% of the total shares held by voting shareholders attending the meeting; Against 517800 shares, accounting for 0.1446% of the total shares held by voting shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
2413878 shares were approved, accounting for 823378% of the shares held by minority shareholders with voting rights attending the meeting; Against 517800 shares, accounting for 176622% of the shares held by minority shareholders with voting rights attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0% of the shares held by minority shareholders with voting rights attending the meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this shareholders’ meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of this shareholders’ meeting comply with the provisions of the company law, the securities law, the rules of shareholders’ meeting and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
This legal opinion is made in duplicate and has the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Guangdong legal Shengbang law firm on the first extraordinary general meeting of shareholders in Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113) 2022) (official seal)
Person in charge of the unit: Wu Xiang handling lawyer: Li Xiujiao
Handling lawyer: Bian Lei
March 3, 2022
