Beijing Tianyuan law firm
About Taiji Computer Corporation Limited(002368)
Legal opinions of the third extraordinary general meeting of shareholders in 2021
Jtgz (2021) No. 722 to: Taiji Computer Corporation Limited(002368)
Taiji Computer Corporation Limited(002368) (hereinafter referred to as “the company”) the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting”) was held by combining on-site voting and online voting. The on-site meeting was held at 14:00 on December 30, 2021 at the conference center, block C, Taiji Information Industry Park, CETC, yard 7, Rongda Road, Chaoyang District, Beijing. Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and assigned its lawyers to participate in the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the articles of association of Taiji Computer Corporation Limited(002368) (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement on the resolution of the 43rd meeting of the Fifth Board of directors, Taiji Computer Corporation Limited(002368) notice on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “notice on convening the general meeting of shareholders”) and other documents and materials deemed necessary by our lawyers. At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
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 (for Trial Implementation), as well as 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, We have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the opinions expressed are legal and accurate, without false records, misleading statements or major omissions, and bear the corresponding legal responsibilities: Beijing · Shanghai · Shenzhen · Chengdu · Hong Kong · Hangzhou · Xi’an · Haikou · Suzhou · Guangzhou · Hefei · Kunming
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Responsibility.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it together with other announcement documents to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for review and announcement, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have checked 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 issued the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
The Fifth Board of directors of the company held the 43rd meeting on December 14, 2021, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on December 15, 2021. The notice of convening the general meeting of shareholders specifies the time, place, deliberation matters Voting methods and participants.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 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. Mr. Feng guokuan, a director jointly elected by more than half of the directors, presided over and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on December 30, 2021; The specific time for voting through the Internet voting system is any time from 9:15 to 15:00 on December 30, 2021.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the 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
A total of 36 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 230015710 voting shares of the company, accounting for 39.6811% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, 5 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 227372837 voting shares of the company, accounting for 39.2252% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 31 shareholders participated in the online voting of the general meeting of shareholders, holding 2642873 voting shares of the company, accounting for 0.4559% of the total shares of the company.
33 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) who individually or jointly hold more than 5% of the company’s shares (hereinafter referred to as “small and medium-sized investors”), representing 3234379 voting shares of the company, accounting for 0.5580% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors and lawyers of the firm attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
（2） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the qualifications of participants and conveners of this general meeting of shareholders are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided to the company by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(i) The proposal on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects was reviewed and approved
This proposal involves related party transactions, and related shareholders avoid voting.
Voting: 4843291 shares were approved, accounting for 99.9784% of the total voting shares held by non affiliated shareholders attending the meeting; 44 opposition shares, accounting for 0.0009% of the total voting shares held by non affiliated shareholders attending the meeting; Abstained 1000 shares, accounting for 0.0206% of the total voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 3233335 shares were agreed, accounting for 99.9677% of the total voting shares held by non affiliated small and medium-sized investors attending the meeting; 44 opposed shares, accounting for 0.0014% of the total voting shares held by unrelated small and medium-sized investors attending the meeting; Abstained 1000 shares, accounting for 0.0309% of the total voting shares held by unrelated small and medium-sized investors attending the meeting.
Voting result: adopted.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
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 laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of legal opinions of Beijing Tianyuan law firm on Taiji Computer Corporation Limited(002368) the third extraordinary general meeting of shareholders in 2021) person in charge of Beijing Tianyuan law firm:
Zhu Xiaohui
Handling lawyer:
Wang Teng
Wang Ying
Address: 10 / F, insurance building The Pacific Securities Co.Ltd(601099) No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
December 30, 2021
