Beijing Jindu law firm
About Capitalonline Date Service Co.Ltd(300846)
The second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Capitalonline Date Service Co.Ltd(300846)
Entrusted by Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as the company), Beijing Jindu law firm (hereinafter referred to as the office) has accepted the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the company law of the people's Republic of China (hereinafter referred to as the company law) The rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations, rules and normative documents in force in the people's Republic of China (hereinafter referred to as China) and the relevant provisions of the articles of association in force, A lawyer was appointed to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on March 4, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The Capitalonline Date Service Co.Ltd(300846) articles of Association (hereinafter referred to as the articles of association);
2. On February 16, 2022, the company published the announcement on the resolution of the third meeting of the Capitalonline Date Service Co.Ltd(300846) Fifth Board of directors, the announcement on the resolution of the third meeting of the Capitalonline Date Service Co.Ltd(300846) Fifth Board of supervisors and the independent opinions of Capitalonline Date Service Co.Ltd(300846) independent directors on matters related to the third meeting of the Fifth Board of directors on cninfo.com and the website of Shenzhen Stock Exchange;
3. The notice of Capitalonline Date Service Co.Ltd(300846) on convening the second extraordinary general meeting of shareholders in 2022 published on cninfo.com and the website of Shenzhen Stock Exchange on February 16, 2022;
4. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. The proposal of the company's general meeting of shareholders and the announcement involving the contents of relevant proposals;
7. Statistical results and other documents of online voting at the general meeting of shareholders;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The opinions issued by the Institute are only valid according to the laws and regulations in force in China and are not valid according to the laws and regulations in force outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On February 15, 2022, the third meeting of the Fifth Board of directors of the company deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022 on March 4, 2022.
On February 16, 2022, the company published the notice of Capitalonline Date Service Co.Ltd(300846) on convening the second extraordinary general meeting of shareholders in 2022 in the form of announcement on cninfo.com, the website of Shenzhen Stock Exchange and other information disclosure media designated by China Securities Regulatory Commission.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is 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 on March 4, 2022 in the conference room of the company, building 9, yard 18, ziyue Road, Chaoyang District, Beijing.
3. The time for online voting through the trading system of Shenzhen stock exchange is March 4, 2022. Among them, the voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 4, 2022; The voting time through the Internet voting platform is 9:15-15:00 on March 4, 2022.
According to the verification of the lawyers of the firm, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of Capitalonline Date Service Co.Ltd(300846) on convening the second extraordinary general meeting of shareholders in 2022 and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the general meeting of shareholders, the certificate or power of attorney of the legal representative of the legal shareholder attending the general meeting of shareholders, as well as the personal identity certificate of the natural person shareholder attending the general meeting of shareholders, the power of attorney and identity certificate of the authorized agent and other relevant materials, It is confirmed that there are 6 shareholders and shareholder agents attending the company's general meeting, representing 154148173 voting shares, accounting for 330566% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders, there are 8 shareholders participating in the online voting of the general meeting of shareholders, representing 777800 voting shares, accounting for 0.1668% of the total voting shares of the company;
Among them, there are 8 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 777800 voting shares, accounting for 0.1668% of the total voting shares of the company.
To sum up, there are 154.33 shareholders with voting rights, accounting for 223.73% of the total number of voting shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending the shareholders' meeting also include the company's directors, supervisors, Secretary of the board of directors, senior managers and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders' meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal deliberated at this general meeting of shareholders is consistent with the notice of Capitalonline Date Service Co.Ltd(300846) on convening the second extraordinary general meeting of shareholders in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Trading Information Co., Ltd. provided the company with statistical data documents of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. The specific voting results are as follows:
1. Proposal on Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its summary
122157618 shares were approved, accounting for 999913% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 10600 dissenting shares, accounting for 0.0087% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 767200 shares, accounting for 986372% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 10600 shares, accounting for 1.3628% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting. Related shareholders have avoided voting on this proposal.
This proposal is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
2. Proposal on formulating the administrative measures for the assessment of the implementation of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan
122157618 shares were approved, accounting for 999913% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 10600 opposed shares, accounting for 0.0087% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 767200 shares, accounting for 986372% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 10600 shares, accounting for 1.3628% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting. Related shareholders have avoided voting on this proposal.
This proposal is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
122157618 shares were approved, accounting for 999913% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 10600 opposed shares, accounting for 0.0087% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 767200 shares, accounting for 986372% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 10600 shares, accounting for 1.3628% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting. Related shareholders have avoided voting on this proposal.
This proposal is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and the number of votes of the company's general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders' meeting and the convener are legal and valid; Voting procedure and voting conclusion of this general meeting of shareholders
