Guohao law firm (Hangzhou)
About
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
March, 2002
Guohao law firm (Hangzhou)
About
The first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Dbappsecurity Co.Ltd(688023)
Guohao law firm (Hangzhou) (hereinafter referred to as "the firm") is entrusted by Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company") to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), 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 rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), laws and administrative regulations Normative documents and the provisions of the Dbappsecurity Co.Ltd(688023) articles of Association (hereinafter referred to as the "articles of association") and the rules of procedure of Dbappsecurity Co.Ltd(688023) shareholders' meeting (hereinafter referred to as the "rules of procedure of shareholders' meeting") in force, on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting Issue legal opinions on voting results and other matters.
In order to issue this legal opinion, our lawyers attended the general meeting of shareholders of the company, reviewed the original and copies of relevant documents of the general meeting of shareholders provided by the company, including but not limited to various agenda and relevant resolutions of the general meeting of shareholders of the company, and listened to the statements and explanations of the company on relevant facts. The company has promised the exchange that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The lawyers of our firm only express legal opinions based on the facts existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. In this legal opinion, our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting and the legitimacy and validity of the voting results, and do not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the meeting and the facts or data expressed in such proposals.
This legal opinion is only for the purpose of witnessing this shareholders' meeting of the company, and shall not be used for any other purpose or purpose. The exchange agrees that the company will take this legal opinion as the announcement material of the company's general meeting of shareholders, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) the board of directors of the company published the notice of Dbappsecurity Co.Ltd(688023) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") on the websites of China Securities Journal, Shanghai Securities News, securities times, securities daily and Shanghai Stock Exchange on February 24, 2022. The notice of the meeting specifies the time, place, convener, convening and voting methods, matters to be considered at the meeting, participants, registration methods, contact information and other matters of the shareholders' meeting, and explains that shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights. Due to the combination of on-site voting and online voting, the company also made clear the voting time, voting procedures and other related matters of online voting in the meeting notice. (II) the on-site meeting of the company's general meeting of shareholders was held in the company's conference room at 14:30 p.m. on March 14, 2022, presided over by fan yuan, chairman of the company.
(III) the online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shanghai Stock Exchange. The online voting time is March 14, 2022. The online voting time through the trading system of Shanghai Stock Exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 14, 2022; The voting time through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00 on March 14, 2022.
(IV) the actual time and place of the shareholders' meeting of the company and the contents of the proposals discussed are consistent with those contained in the meeting notice.
After verification, 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 rules of the general meeting of shareholders and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) according to the notice of the shareholders' meeting, the persons entitled to attend the shareholders' meeting are all the shareholders holding the company's shares registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their entrusted agents, the directors, supervisors and Senior management and witness lawyers employed by the company.
(II) according to the identity certificates of the shareholders and their agents attending the meeting, the certificate of authorization and the relevant materials of shareholder registration, there are 2 Shareholders (including the agents attending the meeting), representing 10142818 shares with voting rights, accounting for 12.92% of the total voting shares of the company. According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd. to the company after the online voting of the general meeting of shareholders, during the online voting period determined by the general meeting of shareholders, there were 16 shareholders who effectively voted through the network, representing 11821635 voting shares, accounting for 15.06% of the total voting shares of the company. The identity of the above shareholders voting through online voting has been verified by the identity verification institution of Shanghai Stock Exchange.
A total of 18 shareholders attended the shareholders' meeting on site and through the Internet, representing 21964453 voting shares, accounting for 27.98% of the total voting shares of the company. (III) in addition to the company's shareholders and shareholders' agents, other personnel attending the shareholders' meeting also include the company's directors, supervisors and Secretary of the board of directors, other senior managers of the company and the witness lawyers of the exchange.
(IV) the convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the attendants and conveners of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders. These attendants and conveners are qualified to attend and convene this general meeting of shareholders. The qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid.
3、 Proposals considered at the general meeting of shareholders
Witnessed by our lawyers, there was no new proposal proposed by the company's shareholders at this shareholders' meeting. The general meeting of shareholders deliberated and voted on all the proposals specified in the notice of meeting.
4、 Voting procedures and results of this general meeting of shareholders
It is verified that the first extraordinary general meeting of shareholders in 2022 voted on the matters listed in the relevant announcements by means of on-site open ballot and online voting, and monitored and counted the votes according to the procedures specified in the articles of association. The voting result of the shareholders' meeting is in accordance with the provisions of the articles of association of the company, and the voting result of the shareholders' meeting is valid.
5、 Concluding observations
In conclusion, our lawyers believe that: Dbappsecurity Co.Ltd(688023) the convening and convening procedures of the first extraordinary general meeting of shareholders in 2022 comply with the provisions of laws, regulations, normative documents and the articles of Association; The qualifications of the on-site attendants and the convener of the meeting are legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
——The text of this legal opinion ends——
