Guohao law firm (Beijing)
about
Beijing Baolande Software Corporation(688058)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9th Floor, Taikang Financial Tower, No. 38 North Road East Third Ring, Chaoyang District, Beijing, 100026, China
Tel: 010-65890699 Fax: 010-65176800
Guohao law firm (Beijing)
About Beijing Baolande Software Corporation(688058)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. 0104 to: Beijing Baolande Software Corporation(688058)
Guohao law firm (Beijing) accepted the entrustment of Beijing Baolande Software Corporation(688058) (hereinafter referred to as “the company” or ” Beijing Baolande Software Corporation(688058) “), and assigned lawyers to attend and witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 12, 2022, and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued by the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and the Beijing Baolande Software Corporation(688058) articles of Association (hereinafter referred to as the “articles of Association”) of the China Securities Regulatory Commission.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s general meeting of shareholders, and shall be responsible for the legal opinion issued by the firm according to law. There are no false records, seriously misleading statements and major omissions in the legal opinion, otherwise our lawyers are willing to bear corresponding legal liabilities.
Our lawyers have checked and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and reviewed and judged all documents, materials and testimony related to the issuance of legal opinions. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification by the lawyers of the firm, the shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the sixth meeting of the third board of directors held on December 24, 2021. The company’s notice on convening the general meeting of shareholders was published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on December 25, 2021, The time, place, equity registration date, convener, matters to be considered and registration method of the shareholders’ meeting were announced.
(II) convening of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting. Among them, witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held as scheduled in the conference room of Zhongqing building, No. 19, North East Third Ring Road, Chaoyang District, Beijing at 14:00 on January 12, 2022, presided over by Yi Cundao, chairman of the company. The online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted for the online voting of the general meeting of shareholders. The voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 12, 2022; The voting time through the Internet voting platform is 9:15-15:00 on January 12, 2022. To sum up, our lawyers believe that the board of directors of the company has notified the shareholders of the convening of the meeting in the form of announcement 15 days in advance. The time, place and content of the meeting are consistent with the announcement. The convening and convening procedures of the meeting comply with laws, regulations, normative documents and the articles of association.
2、 The qualifications of the convener and attendees of the general meeting of shareholders
(I) qualification of convener of the meeting
After verification by the lawyers of the firm, the general meeting of shareholders of the company was convened by the board of directors, and the qualification of the convener met the provisions of relevant laws, regulations, normative documents and the articles of association, which was legal and effective.
(II) qualification of personnel attending the general meeting of shareholders
After verification by our lawyers, there are 12 shareholders and shareholder agents attending the on-site meeting and online voting of the general meeting of shareholders, and the number of shares representing the company is 21525296, accounting for 53.8132% of the total shares of the company. Of which:
1. According to the verification of the lawyer of the firm on the register of shareholders on the equity registration date of the general meeting of shareholders, the identification materials of shareholders and their agents attending the meeting, the certificate of authorization and relevant materials of shareholder registration, there are 4 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and the number of shares representing the company is 2143000 shares, Accounting for 53.5750% of the total shares of the company.
2. According to the statistical table of online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 8 shareholders participating in the online voting of this meeting, and the number of shares representing the company is 95296, accounting for 0.2382% of the total shares of the company.
All the above shareholders or shareholders’ representatives are the company’s shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the afternoon closing of January 7, 2022.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
The directors, supervisors, Secretary of the board of directors and other senior managers of the company attended and attended the on-site meeting of the general meeting of shareholders by on-site or communication.
In conclusion, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the above-mentioned personnel attending or attending the general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
After verification by our lawyers, the shareholders’ meeting voted on the proposals listed in the meeting notice by combining on-site voting and online voting in accordance with the requirements of the meeting notice. The company counts and monitors the on-site voting according to the procedures specified in relevant laws and regulations and the articles of association. The online voting system of the general meeting of shareholders of Shanghai Stock Exchange provides the voting results of online voting.
According to the summary voting results of on-site voting and online voting, the shareholders’ meeting voted and adopted the following proposals one by one:
1. The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary was reviewed and adopted
Voting results: 21441036 votes were approved, accounting for 99.6085% of the total number of valid voting shares attending the meeting; Among them, the minority shareholders attending the meeting agreed with 11036 votes, accounting for 11.5807% of the total number of valid voting shares held by the minority shareholders attending the meeting.
This proposal is a special resolution proposal, which has been approved by more than two-thirds of the total voting shares held by the shareholders who have attended the general meeting of shareholders and participated in the voting of this proposal.
2. The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 was deliberated and adopted
Voting results: 21441036 votes were approved, accounting for 99.6085% of the total number of valid voting shares attending the meeting; Among them, the minority shareholders attending the meeting agreed with 11036 votes, accounting for 11.5807% of the total number of valid voting shares held by the minority shareholders attending the meeting.
This proposal is a special resolution proposal, which has been approved by more than two-thirds of the total voting shares held by the shareholders who have attended the general meeting of shareholders and participated in the voting of this proposal.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 was deliberated and adopted
Voting results: 21441036 votes were approved, accounting for 99.6085% of the total number of valid voting shares attending the meeting; Among them, the minority shareholders attending the meeting agreed with 11036 votes, accounting for 11.5807% of the total number of valid voting shares held by the minority shareholders attending the meeting.
This proposal is a special resolution proposal, which has been approved by more than two-thirds of the total voting shares held by the shareholders who have attended the general meeting of shareholders and participated in the voting of this proposal.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with laws, regulations, normative documents and the relevant provisions of the articles of Association; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions adopted at this general meeting of shareholders are legal and effective. (no text below)
