Guangdong Runping (Shanghai) law firm
About Zhongchang Big Data Corporation Limited(600242)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: room 1903, Sansheng Hongye Building, 978 waima Road, Xiaodongmen street, Huangpu District, Shanghai
Postal Code: 200010
Guangdong Runping (Shanghai) law firm
About Zhongchang Big Data Corporation Limited(600242)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Zhongchang Big Data Corporation Limited(600242) board of supervisors
Guangdong Runping (Shanghai) law firm (hereinafter referred to as “the firm”) is entrusted by the board of supervisors of Zhongchang Big Data Corporation Limited(600242) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) 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 laws, regulations, rules and other normative documents, as well as the Zhongchang Big Data Corporation Limited(600242) articles of Association (hereinafter referred to as the “articles of association”) This legal opinion is issued in accordance with the relevant provisions of the notice on several measures to deal with the epidemic, optimize self regulatory services and further ensure market operation issued by Shanghai Stock Exchange.
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, We have checked the relevant documents and materials that we think are necessary for issuing this legal opinion, and witnessed this shareholders’ meeting by video. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
(I) convening of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of supervisors of the company.
The company was posted on the official website of Shanghai Stock Exchange on March 22, 2022（ http://www.sse.com.cn. ）The notice of Zhongchang Big Data Corporation Limited(600242) on convening the first extraordinary general meeting of shareholders in 2022 was published, the announcement of Zhongchang Big Data Corporation Limited(600242) on adding interim proposals to the first extraordinary general meeting of shareholders in 2022 was published on March 24, 2022, and the supplementary explanation of Zhongchang Big Data Corporation Limited(600242) on the first extraordinary general meeting of shareholders in 2022 was published on April 6, 2022, The supplementary announcement of Zhongchang Big Data Corporation Limited(600242) on the first extraordinary general meeting of shareholders in 2022 was published on April 7, 2022. The aforesaid notice and announcement of the meeting set forth the convener, date and time of the shareholders’ meeting, voting method, participants, place of the meeting, matters to be considered at the meeting, registration method of the meeting, etc. Among them, the date of publication of the notice of the meeting is 15 days from the date of the convening of the general meeting of shareholders.
According to the announcement of Zhongchang Big Data Corporation Limited(600242) on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022 published by the company on March 24, 2022, the shareholder Shanghai Sansheng Hongye investment (Group) Co., Ltd., which individually or jointly holds 11.97% of the company’s shares, put forward the temporary proposal on March 22, 2022 and submitted it in writing to the convener of the general meeting of shareholders.
According to the supplementary notes of Zhongchang Big Data Corporation Limited(600242) on the first extraordinary general meeting of shareholders in 2022 published by the company on April 6, 2022 and the supplementary announcement of Zhongchang Big Data Corporation Limited(600242) on the first extraordinary general meeting of shareholders in 2022 published on April 7, 2022, the meeting time of this general meeting of shareholders is adjusted to 08:30 a.m. on April 8, 2022, The venue of the meeting was adjusted to Shanghai Luneng JW Marriott Marquis Hotel, No. 988, Puming Road, Pudong New Area, Shanghai. Due to the needs of epidemic prevention and control, the meeting registration method is adjusted to e-mail registration. In addition, online video conference services are added for the company’s directors, supervisors, senior managers, lawyers entrusted by the convener, staff organizing the meeting, and shareholders and shareholders’ agents who have registered by e-mail and have been approved.
The time and manner of the above-mentioned interim proposal, as well as the change of meeting time, place, registration method and meeting form, all comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 8:30 a.m. on April 8, 2022 at Shanghai Luneng JW Marriott Marquis Hotel, No. 988, Puming Road, Pudong New Area, Shanghai.
The general meeting of shareholders adopts a combination of on-site voting and online voting. The general meeting of shareholders adopts the online voting system of Shanghai stock exchange for voting. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be carried out in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
The actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with those announced in the meeting notice.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and effective, and the convening and convening procedures of this general meeting of shareholders comply with the company law, securities law, rules of general meeting of shareholders and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association.
2、 Qualifications of the persons attending the shareholders’ meeting and the convener of the meeting
(I) shareholders attending the meeting and their proxies
After verification by the lawyers of the exchange, 355 shareholders and shareholders’ agents attended the general meeting, representing 237562704 voting shares, accounting for 520212% of the total shares of the company.
Of which:
1. Shareholders and their agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. A total of 7 shareholders and shareholder representatives attended the on-site meeting of the shareholders’ meeting, holding 106865933 shares of the company, accounting for 234014% 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. Shareholder voting network
According to the data provided by the online voting system provider, a total of 348 shareholders voted effectively through the online voting system, representing 130696771 voting shares, accounting for 286198% 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 organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 351 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 99870771 voting shares, accounting for 218696% of the total shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
The lawyer of the firm has verified that some directors, supervisors and senior managers of the company attend or attend the meeting by remote video, and their qualifications to attend or attend the meeting are legal and valid.
(III) convener of the meeting
After verification, the general meeting of shareholders of the company was convened by the board of supervisors of the company. On March 21, 2022, the board of supervisors of the company held the 12th meeting of the 10th board of supervisors and decided to convene the shareholders’ meeting. The qualification of the convener of this general meeting of shareholders meets the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and articles of association. The lawyers of the firm believe that the qualifications of the attendants and conveners of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, which are legal and effective. 3、 Proposals considered at the general meeting of shareholders
After verification by the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders and the announcement of adding temporary proposals; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders considered and voted on the proposals on the agenda item by item by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason.
When the proposal is voted at the on-site meeting of the general meeting of shareholders, the shareholder representative and the supervisor shall be jointly responsible for counting and supervising the votes. The lawyer of the firm shall witness the inspection by video, and the final voting result shall be published after being combined with the online voting results.
(II) voting results of the general meeting of shareholders
According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
1. Deliberating the proposal on removing Mr. Ling Yun from the position of director of the 10th board of directors
The proposal is an ordinary resolution of the general meeting of shareholders and must be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The voting results are as follows:
16446432 shares were approved, accounting for 692299% of the total voting shares held by shareholders attending the meeting; 73064672 opposed shares, accounting for 307559% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0142% of the total voting shares held by shareholders attending the meeting.
Among them, the voting situation of minority investor shareholders is: 81442699 shares are agreed, accounting for 815480% of the total voting shares held by minority investor shareholders attending the meeting; 18394672 opposed shares, accounting for 184184% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0336% of the total voting shares held by shareholders attending the meeting.
The proposal has been adopted by more than half of the voting rights held by shareholders attending the meeting.
According to the voting results, Mr. Ling Yun was removed from the position of director of the 10th board of directors.
2. Deliberating the proposal on removing Mr. LV Jinbo from the position of director of the 10th board of directors
The proposal is an ordinary resolution of the general meeting of shareholders and must be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The voting results are as follows:
16446432 shares were approved, accounting for 692299% of the total voting shares held by shareholders attending the meeting; 73064672 opposed shares, accounting for 307559% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0142% of the total voting shares held by shareholders attending the meeting.
Among them, the voting situation of minority investor shareholders is: 81442699 shares are agreed, accounting for 815480% of the total voting shares held by minority investor shareholders attending the meeting; 18394672 opposed shares, accounting for 184184% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0336% of the total voting shares held by shareholders attending the meeting.
The proposal has been adopted by more than half of the voting rights held by shareholders attending the meeting.
According to the voting results, Mr. LV Jinbo was removed from the position of director of the 10th board of directors.
3. Deliberating the proposal on removing Mr. Han Yong from the position of director of the 10th board of directors
The proposal is an ordinary resolution of the general meeting of shareholders and must be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The voting results are as follows:
16446432 shares were approved, accounting for 692299% of the total voting shares held by shareholders attending the meeting; 73064672 opposed shares, accounting for 307559% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0142% of the total voting shares held by shareholders attending the meeting.
Among them, the voting situation of minority investor shareholders is: 81442699 shares are agreed, accounting for 815480% of the total voting shares held by minority investor shareholders attending the meeting; 18394672 opposed shares, accounting for 184184% of the total voting shares held by shareholders attending the meeting; 33400 shares abstained, accounting for 0.0336% of the total voting shares held by shareholders attending the meeting.
The proposal has been adopted by more than half of the voting rights held by shareholders attending the meeting.
According to the voting results, Mr. Han Yong was removed from the position of director of the 10th board of directors.
4. Deliberation on the proposal on removing Mr. Zhou Jian from the position of independent director of the 10th board of directors
