Inspur Electronic Information Industry Co.Ltd(000977) legal opinion of the general meeting of shareholders
Beijing Junzhi law firm
About Inspur Electronic Information Industry Co.Ltd(000977)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
To: Inspur Electronic Information Industry Co.Ltd(000977)
Entrusted by Inspur Electronic Information Industry Co.Ltd(000977) (hereinafter referred to as the company), Beijing Junzhi law firm (hereinafter referred to as the firm) appointed lawyers to attend the third extraordinary general meeting of the company in 2021 (hereinafter referred to as the general meeting of shareholders) held at 2:30 p.m. on December 31, 2021; 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 rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) and other existing laws, regulations, other normative documents and the articles of association, This legal opinion is hereby issued on matters related to the company's general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the documents provided by the company on the convening of the general meeting of shareholders, and listened to the statements and explanations of the company on relevant facts. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
Our lawyers only express legal opinions on relevant legal issues involved in the company's general meeting based on the facts occurring before the date of issuance of this legal opinion and our lawyers' understanding of the facts. This legal opinion is only used by the company for the purpose of this shareholders' meeting, and shall not be used for any other purpose or purpose.
Based on the above, our lawyers, in accordance with the requirements of the company law, the securities law and the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, hereby issue the following legal opinions:
1、 Procedures for convening and convening the general meeting of shareholders
(i) On December 15, 2021, the 18th meeting of the 8th board of directors of the company made a decision on
Inspur Electronic Information Industry Co.Ltd(000977) legal opinion of the general meeting of shareholders
The resolution of this shareholders' meeting.
On December 16, 2021, the company published an announcement on the convening of the general meeting of shareholders on the websites of China Securities Journal, securities times, Shanghai Securities News, securities daily and Shenzhen Stock Exchange, announcing the time of the general meeting of shareholders, online voting methods, time, meeting topics, participants and other matters, The equity registration date is December 27, 2021.
（2） On December 31, 2021, the general meeting of shareholders was held as scheduled in the company's conference room, and the meeting was presided over by Mr. Wang Endong, chairman of the board.
Based on the above facts, the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law and the articles of association.
2、 On the qualifications of personnel attending the general meeting of shareholders
212 shareholders voted on the spot and online, representing 684306149 shares, accounting for 47.0727% of the total shares of the company. Among them, 7 shareholders voted on site, representing 526451205 shares, accounting for 36.2140% of the total shares of the company. 205 shareholders voted online, representing 157854944 shares, accounting for 10.8587% of the total shares of the listed company. The persons attending the shareholders' meeting also include some directors, supervisors and senior managers of the company.
It is verified that the qualification of the on-site personnel attending the meeting meets the provisions of relevant laws and regulations, normative documents and the articles of association. The qualification of shareholders voting through the Internet has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures of the general meeting of shareholders
Upon review, all voting matters of this general meeting of shareholders have been listed in the announcement of convening the general meeting of shareholders. The general meeting of shareholders adopted open voting and online voting to vote on the proposals listed on the agenda item by item.
The voting on the matters under consideration has been counted by the shareholder representatives and supervisors attending the general meeting of shareholders, and
Inspur Electronic Information Industry Co.Ltd(000977) legal opinion of the general meeting of shareholders
The voting results were announced on the spot.
Voting results of the general meeting of shareholders: if the matters considered at the general meeting of shareholders are related party transactions, they shall be adopted by more than half of the effective voting rights held by the non related shareholders attending the general meeting of shareholders on the premise that the related shareholders withdraw from voting; If the matters to be considered at the shareholders' meeting are special resolutions, they shall be adopted by more than two-thirds of the effective voting rights held by the shareholders attending the shareholders' meeting. The general meeting of shareholders deliberated and adopted the following proposals: (I) on amendment
<公司章程>
Proposal of the;
Voting results: 683282931 shares were approved, accounting for 99.8505% of the shares held by all shareholders attending the meeting; Against 1004418 shares, accounting for 0.1468% of the shares held by all shareholders attending the meeting; 18800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0027% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 158268093 shares were agreed, accounting for 99.3576% of the shares held by small and medium-sized shareholders attending the meeting; Against 1004418 shares, accounting for 0.6306% of the shares held by minority shareholders attending the meeting; 18800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0118% of the shares held by minority shareholders attending the meeting.
（2） Proposal on adjusting daily connected transactions in 2021.
Voting results: 157967293 shares were approved, accounting for 99.1688% of the shares held by non affiliated shareholders attending the meeting; 1322118 opposed shares, accounting for 0.8300% of the shares held by non affiliated shareholders attending the meeting; 1900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0012% of the shares held by non related shareholders attending the meeting.
Among them, the voting of small and medium-sized investors was: 157967293 shares were agreed, accounting for 99.1688% of the shares held by small and medium-sized shareholders attending the meeting; 1322118 opposed shares, accounting for 0.8300% of the shares held by minority shareholders attending the meeting; 1900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0012% of the shares held by minority shareholders attending the meeting.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of association.
Inspur Electronic Information Industry Co.Ltd(000977) legal opinion of the general meeting of shareholders
4、 Conclusion
Based on the above review, our lawyers believe that the convening and convening procedures of the third extraordinary general meeting of shareholders in 2021 comply with the provisions of the company law and the articles of Association; The qualification of personnel attending the third extraordinary general meeting of shareholders in 2021 is legal and valid; The voting procedures of the third extraordinary general meeting of shareholders in 2021 comply with the provisions of the company law and the articles of Association; All resolutions adopted by the general meeting of shareholders are legal and valid.
Head of Beijing Junzhi law firm: Xu Mingjun
Attorneys in charge: Wang Haiqing, Chen pengpeng December 31, 2021
