Beijing Guofeng (Chengdu) law firm
About Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Legal opinion of 2021 annual general meeting
Gflgz [2022] D0005
To: Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Entrusted by Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) (hereinafter referred to as “your company”), Beijing Guofeng (Chengdu) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of 2021 annual general meeting of shareholders held by your company and issued legal opinions.
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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and other laws, regulations and normative documents, as well as the relevant provisions of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) articles of Association (hereinafter referred to as the “articles of association”), Issue this legal opinion on matters related to this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the originals or copies of the relevant documents convening the shareholders’ meeting, including but not limited to: 1 On March 14, 2022, your company published the announcement of the resolution of the 12th meeting of the Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) 5th board of directors (hereinafter referred to as the “resolution of the board”) in the media that meet the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”);
2. Your company published the announcement of the resolution of the 8th meeting of the 5th board of supervisors of Sichuan Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) Software Co., Ltd. on March 14, 2022 in the media meeting the conditions specified by the CSRC;
3. The announcement of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the general meeting of shareholders”) published by your company on March 14, 2022 in the media meeting the conditions specified by the CSRC;
4. Register of shareholders, identity certificates of shareholders and shareholders’ agents attending the on-site meeting, power of attorney, etc. Your company guarantees and promises that it has provided us with authentic original written materials, copies or oral testimony necessary for the issuance of this legal opinion, and the relevant copies and copies are consistent with the original; Your company shall be legally responsible for the authenticity, integrity, legality and effectiveness of the documents and materials provided. Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the verification of our lawyers, the shareholders’ meeting was decided to be held by the 12th meeting of the 5th board of directors held on March 11, 2022. On March 14, 2022, the board of directors of your company published the notice on convening this general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening this general meeting of shareholders has been made in the form of announcement 20 days before the date of the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and method of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the registration of the on-site meeting, etc. The contents of the notice of shareholders’ meeting comply with the relevant provisions of the articles of association.
3. The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on Friday, April 8, 2022 in the conference room on the 25th floor, yinhaixin block, Sanse Road, Jinjiang District, Chengdu, Sichuan Province. The lawyers of the firm attended the meeting, and the actual time and place of the on-site meeting were the same as those notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time of voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on April 8, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on April 8, 2022.
5. The on-site meeting of this general meeting of shareholders is presided over by Mr. Lian Chunhua, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of April 1, 2022 (equity registration date). There were 6 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 127381560 voting shares of your company, Accounting for 405643% of the total voting shares of your company. Upon the inspection of our lawyers, the shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 12 shareholders voted through the online voting system during the online voting time, representing 17739340 voting shares of your company, accounting for 5.6490% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors and senior managers of your company and the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualification of shareholders, shareholders’ agents and other personnel attending the on-site meeting of the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders deliberated on the proposal listed in the notice of the general meeting of shareholders, voted on the proposal by open ballot, monitored and counted the votes in accordance with the provisions of the articles of association, and voted through the combination of on-site voting and online voting. In order to respect the interests of small and medium-sized investors and improve their participation in major matters decided by the general meeting of shareholders of your company, according to the document and spirit of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110) issued by the general office of the State Council and the relevant provisions of the guidelines for the articles of association of listed companies (2022 Revision) (CSRC announcement [2022] No. 2) issued by the CSRC, The general meeting of shareholders separately counted the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Proposal on the company’s 2021 financial statement
Voting: 145116594 shares were approved, accounting for 999970% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0026% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 606 shares abstained, accounting for 0.0004% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders. No voting avoidance; Among them, the voting situation of small and medium-sized investors: 17739640 voting shares held by small and medium-sized investors with voting rights attending the meeting; 17735334 shares were approved, accounting for 999757% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0209% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 606 shares were abstained, accounting for 0.0034% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
2. Proposal on self evaluation report on internal control in 2021
Voting: 145116594 shares were approved, accounting for 999970% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0026% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 606 shares abstained, accounting for 0.0004% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders. No voting avoidance; Among them, the voting situation of small and medium-sized investors: 17739640 voting shares held by small and medium-sized investors with voting rights attending the meeting; 17735334 shares were approved, accounting for 999757% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0209% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 606 shares were abstained, accounting for 0.0034% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
3. Proposal on the company’s 2021 profit distribution plan
Voting: 145116594 shares were approved, accounting for 999970% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0026% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 606 shares abstained, accounting for 0.0004% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders. No voting avoidance; Among them, the voting situation of small and medium-sized investors: 17739640 voting shares held by small and medium-sized investors with voting rights attending the meeting; 17735334 shares were approved, accounting for 999757% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0209% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 606 shares were abstained, accounting for 0.0034% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
4. Proposal on the work report of the board of directors in 2021
Voting: 145116594 shares were approved, accounting for 999970% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0026% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 606 shares abstained, accounting for 0.0004% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders. No voting avoidance; Among them, the voting situation of small and medium-sized investors: 17739640 voting shares held by small and medium-sized investors with voting rights attending the meeting; 17735334 shares were approved, accounting for 999757% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0209% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 606 shares were abstained, accounting for 0.0034% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
5. Proposal on the work report of the board of supervisors in 2021
Voting: 145116594 shares were approved, accounting for 999970% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0026% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 606 shares abstained, accounting for 0.0004% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders. No voting avoidance; Among them, the voting situation of small and medium-sized investors: 17739640 voting shares held by small and medium-sized investors with voting rights attending the meeting; 17735334 shares were approved, accounting for 999757% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 3700 shares, accounting for 0.0209% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 606 shares were abstained, accounting for 0.0034% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
