Fujian Tianheng United (Fuzhou) law firm on Linewell Software Co.Ltd(603636) 2021
Of the annual general meeting
Legal opinion
Fujian Tianheng United (Fuzhou) law firm
About Linewell Software Co.Ltd(603636) 2021
Of the annual general meeting
Legal opinion
[2022] Tianheng fufei Zi No. Aerospace Hi-Tech Holding Group Co.Ltd(000901) to: Linewell Software Co.Ltd(603636)
introduction
Entrusted by Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”), Fujian Tianheng United (Fuzhou) law firm appointed lawyers (hereinafter referred to as “Tianheng lawyers” or “our lawyers” or “handling lawyers”) to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting”), In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the Linewell Software Co.Ltd(603636) articles of Association (hereinafter referred to as the “company charter”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and based on the lawyer’s statement, Issue this legal opinion on relevant matters of this meeting.
Lawyer’s statement
In accordance with the securities law of the people’s Republic of China, 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The lawyer of the firm conducted the above verification, The following guarantees of the company have been obtained and taken as the premise and basis for issuing this legal opinion: the documents and materials provided by the company to our lawyers (including but not limited to the resolutions of the 18th meeting of the 4th board of directors, the 15th meeting of the 4th board of supervisors, the notice on convening this meeting, relevant announcement documents of this meeting, the register of shareholders on the equity registration date of this meeting and the articles of association of the company) And oral statements are true, accurate, complete and valid, the copies of documents and materials provided are consistent with the original, the copies are consistent with the original, and the signatures and seals on all documents and materials provided are true and valid; The company has provided all documents related to this meeting to our lawyers and disclosed all facts related to this meeting to our lawyers without any concealment, omission, falsehood or misleading.
According to the provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies, our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of participants, qualifications of conveners, voting procedures and voting results of this meeting. Our lawyers do not express opinions on the authenticity, legitimacy and effectiveness of the matters considered at this meeting and the contents involved.
The lawyer of the firm shall be responsible for checking and formal examination of the stock account card, business license, identity certificate of legal representative, power of attorney, ID card and other documents or certificates showing their identity presented by the shareholders (or shareholders’ agents) attending the on-site meeting, and the authenticity, legitimacy and validity of such materials shall be borne by the shareholders (or shareholders’ agents); For the online voting part, this legal opinion directly refers to the online voting data and statistical results provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. Our lawyers are not responsible for the authenticity, accuracy and completeness of such data and conclusions.
This legal opinion shall come into force after being signed and sealed by the person in charge of this office and the handling lawyer, and shall be issued on the signing date of this legal opinion. This legal opinion is made in triplicate, and each copy has the same legal effect.
Text
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
On April 28, 2022, the Fourth Board of directors of the company held the 18th meeting and made a resolution on convening this meeting.
On April 28, 2022, the board of directors of the company announced the notice on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the meeting) on the website designated by the China Securities Regulatory Commission. The notice of the meeting specifies the time, place, equity registration date and deliberation items of the meeting.
(II) convening of this meeting
The on-site meeting was held at 14:30 on May 18, 2022 at 9m floor, building 3, zone 4, No. 186, South Fourth Ring West Road (Hanwei International Plaza), Fengtai District, Beijing. Shareholders attended the general meeting of shareholders through on-site or communication.
After inspection, lawyer Tianheng believes that the convening and convening procedures of this meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
(I) convener of this meeting
The meeting was convened by the board of directors of the company.
(II) shareholders and their proxies attending the meeting
Six shareholders (or shareholders’ agents) attended the on-site meeting, representing 240515110 shares, accounting for 414424% of the total voting shares of the company. According to the data provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, there are 8 shareholders voting through the online voting system, representing 61700 shares, accounting for 0.0106% of the total voting shares of the company. According to the data of on-site voting and online voting, 14 shareholders (or shareholders’ agents) attended the meeting, and the total number of voting shares held was 240576810, accounting for 414530% of the total number of voting shares of the company, Among them, there are 11 shareholders of small and medium-sized investors (refer to the actual controller of the company and its persons acting in concert, shareholders holding more than 5% of the shares of the company alone or in total, shareholders other than the directors, supervisors and senior managers of the company, the same below), representing 1229007 shares, accounting for 0.2118% of the total voting shares of the company.
The shareholders (or shareholders’ agents) attending the meeting are the shareholders (or shareholders’ agents) of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the market on May 11, 2022.
(III) other personnel attending the meeting
Except that some directors, supervisors and senior managers were unable to attend the meeting due to work and other reasons, other directors, supervisors and Secretary of the board of directors of the company attended the meeting by on-site participation or communication, and other senior managers attended the meeting as nonvoting delegates.
After inspection, lawyer Tianheng believes that the qualifications of the convener and attendees of this meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of this meeting
The shareholders’ representatives and supervisors elected at the meeting are vote counters and scrutineers. The lawyers of the office, together with the vote counters and scrutineers, are responsible for vote counting and scrutinizing. The meeting considered the following matters and voted by combining on-site voting and online voting. The company entrusted Shanghai Stock Exchange Information Network Co., Ltd. to combine and count the on-site voting and online voting results.
(I) proposal on the work report of the board of directors in 2021
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(II) proposal on the work report of the board of supervisors in 2021
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(III) proposal on the company’s 2021 annual financial statement report
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(IV) proposal on the company’s profit distribution plan for 2021
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(V) proposal on the company’s 2021 annual report and its summary
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; nothing
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(VI) proposal on the implementation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
Related shareholders Mr. Wu Zhixiong and Ms. Xu Chunmei avoided voting.
Voting: 1354083 shares were approved, accounting for 977689% of the total voting shares of shareholders attending the meeting; 30900 shares opposed, accounting for 2.2311% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; 30900 shares opposed, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(VII) proposal on applying to the bank for comprehensive credit line
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 97.49% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.51% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(VIII) proposal on providing guarantee for bank credit of subsidiaries
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of minority investor shareholders: 1198107 shares were approved, accounting for 974858% of the total voting shares of minority investor shareholders attending the meeting; Against 30900 shares, accounting for 2.5142% of the total voting shares of minority investor shareholders attending the meeting; No abstentions.
Voting results: according to the above voting, this proposal was passed.
(IX) proposal on reappointment of the company’s financial audit institution and internal control audit institution in 2021
Voting: 240545910 shares were approved, accounting for 999872% of the total voting shares of shareholders attending the meeting; Against 30900 shares, accounting for 0.0128% of the total voting shares of shareholders attending the meeting; No abstentions.
Among them, the voting of shareholders of small and medium-sized investors: Yes
