Beijing Renzhi law firm
Legal opinion on Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) the first extraordinary general meeting of shareholders in 2022
To: Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Beijing Renzhi law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) According to the provisions of the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations, normative documents and the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as the “articles of Association”), lawyer Xu Dasheng and Lawyer Liu Naijia were appointed to attend the first extraordinary general meeting of shareholders of the company in 2022 held on January 6, 2022, This legal opinion is issued on the convening of the general meeting of shareholders of the company, the convening procedures, the qualifications of participants, the qualifications of conveners, voting procedures and other related matters. In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company for convening this shareholders’ meeting. The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
1. On December 21, 2021, the sixth meeting of the ninth board of directors of the company formed an effective resolution, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On December 22, 2021, the company made an announcement in the form of securities times, China Securities Journal, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN.) The notice on convening the first extraordinary general meeting in 2022 (announcement Code: 2021-80) was published on the. The company is scheduled to hold the first extraordinary general meeting in 2022 on Thursday, January 6, 2022.
3. The shareholders’ meeting was held by combining on-site voting and Internet voting.
4. The shareholders’ meeting was held at 2:50 p.m. on Thursday, January 6, 2022 in the company’s conference room (Chaoyang men1101, No. 26 Chaowai Street, Chaoyang District, Beijing). The directors attending the meeting jointly elected director Li Bo to preside over the meeting.
5. The online voting of the general meeting of shareholders is conducted through the online voting system and Internet voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 6, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 6, 2022.
Upon the examination of the lawyers of the exchange, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method specified in the above notice and announcement and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
（1） A total of 98 shareholders and their authorized representatives (including online voting) attended the general meeting of shareholders, representing 42244041 shares of the company, accounting for 12.5048% of the total shares of the company. Of which:
1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, there were 0 shareholders and their authorized representatives attending the on-site meeting of the general meeting of shareholders, representing 0 shares of the company, accounting for 0% of the shares held by all shareholders attending the meeting.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 98 shareholders participated in the online voting of the general meeting of shareholders, representing 42244041 shares of the company, accounting for 12.5048% of the total shares of the company.
3. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., the overall situation of minority shareholders attending the general meeting of shareholders is as follows: 98 minority shareholders voted on site and online, representing 42244041 shares of the company, accounting for 12.5048% of the total shares of the company.
Some directors, supervisors, senior managers and lawyers of the company attended the shareholders’ meeting.
（2） The general meeting of shareholders is convened by the board of directors of the company. The qualification of online voting shareholders shall be verified by the system of Shenzhen Stock Exchange when they conduct online voting.
Upon examination by our lawyers, the qualifications of the above-mentioned persons attending the shareholders’ meeting and the qualifications of the convener comply with the relevant provisions of the company law, the rules of the shareholders’ meeting and other laws, regulations, normative documents and the articles of association. 3、 Matters to be considered at this general meeting
According to the notice of the shareholders’ meeting, the shareholders’ meeting considered the following proposals:
The company’s proposal on reappointment of the annual audit institution in 2021;
The lawyers of the firm believe that the matters to be considered at the shareholders’ meeting are completely consistent with those listed in the notice and announcement of the shareholders’ meeting, and comply with the provisions of relevant laws, regulations and normative documents.
4、 Voting procedures and results of the general meeting of shareholders
（1） Voting procedure
1. The shareholders’ meeting voted on the above proposals by combining on-site voting and online voting. Since no shareholder representatives attended the on-site meeting, all the voting results were online voting.
2. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the voting results of the online voting of the general meeting of shareholders.
（2） Voting results
The proposal on renewing the appointment of the annual audit institution in 2021 was deliberated and adopted.
Total voting: 41233076 shares were approved, accounting for 97.6068% of the shares held by all shareholders attending the meeting; Against 949265 shares, accounting for 2.2471% of the shares held by all shareholders attending the meeting; 61700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1461% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 41233076 shares were approved, accounting for 97.6068% of the shares held by minority shareholders attending the meeting; Against 949265 shares, accounting for 2.2471% of the shares held by minority shareholders attending the meeting; 61700 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1461% of the shares held by minority shareholders attending the meeting.
The lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. The voting results of this general meeting of shareholders are legal and valid.
5、 Concluding observations
The lawyers of the firm believe that the procedures for convening and convening the general meeting of shareholders of the company; The qualification of the personnel attending the shareholders’ meeting, the qualification of the convener, the deliberation items, voting procedures and voting results of the shareholders’ meeting comply with the relevant provisions of the company law, the rules of the shareholders’ meeting and other laws, regulations, normative documents and the articles of association. The resolutions formed by the shareholders’ meeting are legal and effective.
This legal opinion is made in duplicate with the same legal effect.
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Beijing Renzhi law firm
Witness lawyer:
Xu Dasheng
Liu Naijia
person in charge:
Xu Dasheng
January 6, 2022
