Beijing Tianyuan law firm
About Taiji Computer Corporation Limited(002368)
“Taiji convertible bonds” report of the first bondholders’ meeting in 2021
Legal opinion
Jtcgbz (2021) No. 047 to: Taiji Computer Corporation Limited(002368)
Beijing Tianyuan law firm (hereinafter referred to as the “firm”) accepted the appointment of Taiji Computer Corporation Limited(002368) (hereinafter referred to as the “company”) and assigned its lawyers to participate in the first bondholders’ meeting of the company’s “Taiji convertible bonds” in 2021 (hereinafter referred to as the “bondholders’ meeting”), and 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 measures for the administration of corporate bond issuance and Trading (hereinafter referred to as the “administrative measures”) and the measures for the administration of law firms engaging in securities legal business The requirements of regulations and normative documents, as well as the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the rules for the meeting of bondholders of convertible corporate bonds (hereinafter referred to as the “rules for the meeting of bondholders”) and other relevant provisions, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, this legal opinion is issued on the convening and convening procedures of the bondholders’ meeting, the qualifications of participants, voting methods, the legitimacy and effectiveness of voting procedures, and other relevant issues required by the company.
In order to issue this legal opinion, our lawyers consulted the documents and materials that must be consulted in order to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
If the company has assured the exchange that it has provided the original written materials, copies and copies required by the exchange to issue this legal opinion, the documents and materials provided to the exchange are true, accurate, complete and effective, there are no concealed records, false statements and major omissions, and the documents and materials are copies or copies, On the basis of its consistency and consistency with the original, the exchange agrees to take this legal opinion as the material of the company’s bondholders’ meeting, announce or report it together with other documents, and bear responsibility for the legal opinion issued by the handling lawyer of the exchange according to law.
This legal opinion is only for the witness of the bondholders’ meeting and shall not be used for any other purpose.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this bondholders’ meeting
(i) Procedures for convening the bondholders’ meeting
Upon the proposal of the board of directors of the company, the 43rd meeting of the Fifth Board of directors of the company decided to convene the bondholders’ meeting. On December 15, 2021, the notice on convening the first bondholders’ meeting of “Taiji convertible bonds” in 2021 (hereinafter referred to as the “notice on convening bondholders’ meeting”) was issued through the designated information disclosure media. The notice on convening the bondholders’ meeting specifies the convener of the bondholders’ meeting, meeting time, meeting convening and voting methods, creditor’s rights registration date, matters to be considered at the meeting, personnel attending the meeting, registration measures for bondholders’ participation in the meeting, voting procedures and effectiveness, etc.
（2） Procedures for convening the bondholders’ meeting
The bondholders’ meeting was held at 3:00 p.m. on December 30, 2021 at the conference center, block C, China Electronics Technology Taiji Information Industry Park, yard 7, Rongda Road, Chaoyang District, Beijing. The meeting was held by on-site and off-site fax, mail or e-mail, and the voting was by open ballot. The bondholders’ meeting was chaired by Mr. Feng guokuan, a director of the company.
Our lawyers believe that the convening and convening procedures of this bondholders’ meeting comply with the provisions of the company law, the securities law, the administrative measures, the rules of bondholders’ meeting and the prospectus.
2、 Qualification of personnel and convener attending the bondholders’ meeting
(i) Qualification of personnel attending the bondholders’ meeting
Unless otherwise provided by laws and regulations, as of the creditor’s rights registration date of the bondholders’ meeting (December 24, 2021), the bondholders of “Taiji convertible bonds” registered in the register have the right to attend the bondholders’ meeting, and can entrust agents to attend the meeting and vote.
Upon verification by the lawyers of the exchange, there are 3 bondholders or their entrusted agents attending and voting at the bondholder meeting, representing 5481829 outstanding and voting bonds, accounting for 57.1053% of the total face value of the outstanding and voting bonds.
（2） Convener of the bondholders’ meeting
According to the provisions of the prospectus and the rules of bondholders’ meeting, the board of directors of the company is the convener of the bondholders’ meeting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the bondholders’ meeting are legal and valid.
3、 Voting procedures and results of the bondholders’ meeting
(i) Voting procedures of the bondholders’ meeting
Upon verification, the matters voted at this bondholders’ meeting have been listed in the notice on convening bondholders’ meeting.
The bondholders’ meeting deliberated and voted on the proposals put on the agenda by open ballot, and did not put them aside or not vote for any reason.
（2） Voting results of the bondholders’ meeting
The voting results of the proposal considered at the bondholders’ meeting are as follows:
1. Proposal on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects the related parties of the issuer of the bonds have avoided voting on this proposal.
Voting: 1585292 affirmative votes, accounting for 100% of the total face value of outstanding bonds with voting rights held by bondholders (or bondholders’ agents) attending the bondholders’ meeting; 0 negative votes, accounting for 0% of the total face value of outstanding bonds with voting rights held by bondholders (or bondholders’ agents) attending the bondholders’ meeting; 0 abstention votes, accounting for 0% of the total face value of outstanding bonds with voting rights held by bondholders (or bondholders’ agents) attending the bondholders’ meeting.
Voting result: adopted.
Our lawyers believe that the voting procedures and results of this bondholders’ meeting are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, and the voting procedures of the bondholders’ meeting of the company comply with the company law, the securities law, the administrative measures, the prospectus and the rules of bondholders’ meeting, and the voting results are legal and effective.
(no text below this page)
(there is no text on this page, which is the signature page of the legal opinions of Beijing Tianyuan law firm on the first bondholders’ meeting of Taiji Computer Corporation Limited(002368) “Taiji convertible bonds” in 2021) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
Handling lawyer:
Wang Teng
Wang Ying
Address: 10th floor, insurance building The Pacific Securities Co.Ltd(601099) , No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
December 30, 2021
