Legal opinion on the second extraordinary general meeting of shareholders of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (2022) tlyz ( Digital China Information Service Company Ltd(000555) ) No. 01
March 8, 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.
To: Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Taihetai law firm (hereinafter referred to as "the firm") has accepted the entrustment of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (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") The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) and other relevant laws, regulations and normative documents, as well as the articles of association of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as the articles of association) and other relevant provisions, issue legal opinions on the 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 second extraordinary general meeting of the company 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 on the resolution of the second extraordinary meeting of the ninth board of directors in 2022;
(III) independent opinions of independent directors on matters related to the second extraordinary meeting of the ninth board of directors in 2022;
(IV) Notice on convening the second extraordinary general meeting of shareholders in 2022;
(V) suggestive announcement on convening the second extraordinary general meeting of shareholders in 2022;
(VI) 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 second extraordinary meeting of the ninth board of directors in 2022 formed an effective resolution on convening the general meeting of shareholders on February 18, 2022, which was published in the securities times and cninfo (www.cn. Info. Com. CN) on February 19, 2022 The notice of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No. 2022014) (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 Tuesday, March 8, 2022 in conference room 1 (East Gate of Xiangshan Park), 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 the morning of March 8, 2022
9: 15-9:25, 9:30-11:30, 13:00-15:00 PM; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 8, 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 ninth general meeting of shareholders of the company is convened by the board of directors.
The qualification of the company's general meeting, the articles of association and other relevant laws and regulations are verified to be in conformity with the validity of the company's general meeting and the relevant laws and regulations.
(II) qualification of participants
As of the equity registration date of this general meeting of shareholders, the total share capital of the company is 983613713 shares. After deducting 12864476 repurchased shares, the total number of voting shares is 970749237 shares.
1. A total of 18 shareholders and shareholders' agents attended the general meeting, representing 408455707 shares, accounting for 420763% of the total voting shares of the company. Among them: (1) there were 3 shareholders and shareholders' agents attending the on-site meeting, representing 402982187 shares, accounting for 415125% 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, 15 shareholders voted through the online voting system, representing 5473520 shares, accounting for 0.5638% 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 one proposal specified in the notice, which was not shelved or not voted 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 proposals 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
In combination with the voting results of the on-site meeting of the general meeting of shareholders and the online voting results, the general meeting of shareholders deliberated and adopted the proposal on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution by special resolution. The specific voting results are as follows:
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
407886,007 998605％ 566100 0.1386％ 3,600 0.0009％
I agree against abstention
Investment accounted for attendance accounted for attendance at meetings accounted for attendance at meetings
Small and medium-sized investors
Number of decision shares number of shares number of shares effective voting rights of capitalists effective voting rights
Situation (shares) (shares) (shares) ratio of total number of voting shares to total number of shares
Proportion of total copies
example
18,345897 969882％ 566100 2.9928％ 3,600 0.0190％
Upon verification, when voting on the above proposals at the general meeting of shareholders, the number of shareholders with voting rights agreed to comply with the company law, securities law, rules of general meeting of shareholders and other laws, regulations, normative documents, articles of association and other relevant provisions; The meeting did not vote on the proposals not listed in the notice or inconsistent with the articles of association, and the shareholders attending the meeting did not raise any objection to the voting results.
Our lawyers believe that the voting procedures and results of this meeting comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures and results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the second extraordinary general meeting of shareholders in 2022 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 conveners and attendees of the meeting are legally qualified, and the voting procedures and voting results of the meeting are legal Effective.
End of Part II
1、 Date of issuance, signature and seal of this legal opinion
This legal opinion is issued by Taihe Thai law firm on March 8, 2022, and the handling lawyers are Yao Gang and Cheng Feng.
2、 Number of originals and copies of this legal opinion
This legal opinion is made in triplicate, without copies.
(there is no text below, followed by the signature page)
March 8, 2022
