Beijing Hairun Tianrui law firm
About Zhongfu Information Inc(300659)
Of the fifth extraordinary general meeting of shareholders in 2021
Legal opinion
To: Zhongfu Information Inc(300659)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) is entrusted by Zhongfu Information Inc(300659) (hereinafter referred to as “the company”) to appoint a witness lawyer to attend the fifth extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the general meeting of shareholders”) for legal witness, 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”) and other laws, regulations and normative documents, as well as the provisions of the company’s current articles of association, have issued legal opinions on the convening and convening procedures, the qualifications of participants, voting procedures and other relevant matters of the company’s general meeting of shareholders.
Our lawyers express legal opinions based on the facts that have occurred or exist before the issuance date of the legal opinion and our lawyers’ understanding of the current laws, regulations and normative documents in China.
Our lawyers have reviewed and judged the documents and materials related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
The exchange agrees to publish this legal opinion together with other announcement documents of the company, and is responsible for the legal opinions published in the legal opinion.
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 the general meeting of shareholders
According to the company’s website on December 14, 2021（ http://www.cn.info.com..cn. ）According to the notice on convening the fifth extraordinary general meeting of shareholders in 2021 published on the, the convener of the general meeting of shareholders is the board of directors of the company. The meeting time is 14:00 p.m. on December 30, 2021, and the place is Yuanheng conference room, 25 / F, building A1-5, Hanyu Golden Valley, No. 7000 Jingshi Road, high tech Zone, Jinan. The actual time and place of the general meeting of shareholders are consistent with the contents of the announcement. Due to the needs of epidemic prevention and control, the company set up branch venues in the form of remote video conference.
The chairman of the company presided over the shareholders’ meeting and completed the agenda of the meeting. The staff of the board of directors made records of the shareholders’ meeting on the spot.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and the current articles of association of the company.
2、 Qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders’ meeting announced by the board of directors of the company, the persons entitled to attend the shareholders’ meeting are all the shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. or their entrusted agents, as well as the directors, supervisors and senior managers of the company as of the afternoon closing of December 24, 2021.
Upon verification by our lawyers, there are 13 shareholders and authorized representatives of shareholders attending the general meeting of shareholders, representing 96583740 shares with voting rights, accounting for 42.6196% of the total shares of the company. The directors, supervisors, Secretary of the board of directors and senior managers of the company attended the meeting in the form of on-site and remote video conference.
1. Shareholders and their proxies attending the on-site meeting
According to the signatures and power of attorney of shareholders attending the on-site meeting of the company, there are 7 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 95179385 shares with voting rights, accounting for 41.9999% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 6 shareholders and shareholder agents voted effectively through the online voting system at the shareholders’ meeting, representing 1404355 voting shares, accounting for 0.6197% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
Directors, supervisors, senior managers and lawyers of the company attended the shareholders’ meeting.
Our lawyers believe that the attendees of this general meeting of shareholders comply with the provisions of the company law, the securities law and the current articles of association of the company.
3、 Proposal on the shareholders’ meeting
According to the inspection of our lawyers, the proposal of this shareholders’ meeting is the same as the notice of the meeting, and there is no case of rejecting, modifying the original proposal or proposing an interim proposal.
4、 Voting procedures of the general meeting of shareholders
According to the agenda and deliberations of the shareholders’ meeting, the shareholders’ meeting adopts the combination of on-site open voting and online voting.
According to the statistical voting results, the voting of the proposals submitted at this meeting is as follows:
1. Proposal on cancellation of some stock options, repurchase and cancellation of some restricted shares
Voting results: 96583740 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 1404355 shares are agreed, accounting for 100.0000% of the shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Revision of the
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And the proposal on Authorizing the board of directors to handle industrial and commercial change registration and filing. Voting results: 96583740 shares were agreed, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 1404355 shares are agreed, accounting for 0.0000% of the shares held by small and medium-sized shareholders attending the meeting.
3. Proposal on prediction of daily connected transactions in 2022
Voting results: 35003583 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is: 1404355 shares are agreed, accounting for 100.0000% of the shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The above proposals 1 and 2 are special proposals, which have been approved by more than two-thirds of the total number of effective voting shares after deliberation. Proposal 3 belongs to related party transactions, and related shareholders shall avoid voting and shall not accept the entrustment of other shareholders to vote.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law and the current articles of association of the company.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders and the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law and the current articles of association of the company, and the resolutions adopted at the meeting are legal and effective.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on Zhongfu Information Inc(300659) the fifth extraordinary general meeting of shareholders in 2021)
Handling lawyer of Beijing Hairun Tianrui law firm:
Yan kebing, Chen Shuo
Zhao Yan
December 30, 2021
