Legal opinion of the general meeting of shareholders
Beijing Hairun Tianrui law firm
About Digiwin Software Co.Ltd(300378)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Digiwin Software Co.Ltd(300378)
Beijing Hairun Tianrui law firm (hereinafter referred to as "the firm") accepted the entrustment of Digiwin Software Co.Ltd(300378) (hereinafter referred to as "the company") and appointed lawyers Wu Tuanjie and Du Yutian to attend the first extraordinary general meeting of the company in 2022 and witness the meeting.
In accordance with 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 for the general meeting of shareholders), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the detailed rules for the implementation of online voting), and other laws and regulations This legal opinion is issued in accordance with the relevant provisions of the normative documents and the articles of association on the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, voting methods, voting procedures and voting results.
1、 Convening and convening procedures of the general meeting of shareholders
Upon review by the lawyers of the exchange, the notice of the board of directors on convening the general meeting of shareholders was disclosed on the gem information disclosure media designated by the CSRC on December 21, 2021. The notice specifies the basic information of the meeting, the matters to be considered at the meeting, the proposal code, the meeting registration and other matters, and the specific operation process of participating in online voting.
The shareholders' meeting adopts the combination of on-site voting and online voting. Online voting time: January 13, 2022, among which, 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 13, 2022; The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 13, 2022.
The on-site meeting of the general meeting of shareholders was held at 10:30 a.m. on Thursday, January 13, 2022 at Jinrun hall, floor 2, Jinrong International Hotel, No. 2750 Gonghexin Road, Jing'an District, Shanghai. The meeting was presided over by Mr. Ye Zizhen, chairman of the company.
Legal opinion of the general meeting of shareholders
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
A total of 17 shareholders and shareholders' agents attended the general meeting, representing 79653269 shares, accounting for 29.8952% of the total shares of the company.
A total of 12 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, representing 74336172 shares, accounting for 27.8996% of the total shares of the company; A total of 5 shareholders and shareholder agents participated in online voting, representing 5317097 shares, accounting for 1.9956% of the total shares of the company.
Due to the impact of the epidemic, the company's directors, supervisors and Secretary of the board of directors attended the shareholders' meeting on site or by video, and the company's general manager and other senior managers attended the shareholders' meeting on site or by video. Upon examination by our lawyers, the qualifications of the above-mentioned persons attending the meeting meet the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
The convener of this general meeting of shareholders is the board of directors of the company. The convener's qualification meets the relevant provisions of the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and the articles of association. The convener's qualification is legal and valid.
3、 Matters to be considered at this general meeting
The matters considered at the general meeting are as follows:
(I) proposal on nominating Mr. Liu Zongchang as a director candidate of the Fourth Board of directors of the company;
(II) proposal on Amending the >.
The matters to be considered at this shareholders' meeting are completely consistent with those listed in the notice of convening the shareholders' meeting.
4、 Voting methods, procedures and results of this general meeting of shareholders
(I) the notice of the general meeting of shareholders shall be issued by means of on-site voting and online voting
Legal opinion of the general meeting of shareholders
A vote was taken on the matter.
(II) the shareholders attending the on-site meeting of the shareholders' meeting voted on the matters listed in the notice of the shareholders' meeting by open ballot, and counted and monitored the votes.
(III) the board of directors of the company provides an online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange. The online voting time is January 13, 2022. Among them, 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 13, 2022; The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 13, 2022.
(IV) after all the above votes are completed, the company has consolidated the voting results of on-site voting and online voting. According to the voting results of consolidated statistics, the matters listed in the notice of the general meeting of shareholders have been deliberated and adopted at the general meeting of shareholders.
Our lawyers believe that the voting methods, procedures and results of this general meeting of shareholders comply with the company law, rules of the general meeting of shareholders, rules for the implementation of online voting and other laws and regulations, normative documents and the relevant provisions of the articles of association.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting methods, voting procedures and voting results of the general meeting of shareholders comply with the company law, rules of general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
Legal opinion of the general meeting of shareholders
(there is no text on this page, which is the seal and signature page of the legal opinion of Beijing Hairun Tianrui law firm on the first extraordinary general meeting of shareholders in Digiwin Software Co.Ltd(300378) 2022)
Beijing Hairun Tianrui law firm (seal) witness lawyer (signature):
Person in charge (signature): Wu Tuanjie:
Yan kebing: Du Yutian:
January 13, 2002
