Legal opinion on the second extraordinary general meeting of shareholders in Digital China Group Co.Ltd(000034) 2022 (2022) tlyz ( Digital China Group Co.Ltd(000034) ) No. 05
May 18, 2022
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-2886625656 Fax: 86-2885256335
www.tahota. com.
About Digital China Group Co.Ltd(000034)
Legal opinion of the second extraordinary general meeting of shareholders in 2022 to: Digital China Group Co.Ltd(000034)
Taihetai law firm (hereinafter referred to as "the firm") has accepted the entrustment of Digital China Group Co.Ltd(000034) (hereinafter referred to as "the company") 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 relevant laws and regulations The normative documents and the Digital China Group Co.Ltd(000034) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions witnessed and issued legal opinions on the relevant matters of the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "general meeting of shareholders") (due to the influence of covid-19 pneumonia epidemic, the lawyer appointed by the office witnessed the general meeting of shareholders by video).
Matters declared by our lawyer
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full 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.
2、 In order to issue this legal opinion, our lawyers attended the second extraordinary general meeting of the company in 2022 and reviewed the documents related to the general meeting provided by the company, including but not limited to:
(I) articles of Association;
(II) announcement of resolutions of the 15th meeting of the 10th board of directors;
(III) independent opinions of independent directors on relevant matters considered at the 15th meeting of the 10th board of directors;
(IV) Notice on convening the second extraordinary general meeting of shareholders in 2022;
(V) suggestive announcement on relevant precautions for participating in the company's second extraordinary general meeting in 2022 during epidemic prevention and control;
(V) other meeting materials related to the general meeting of shareholders.
The company guarantees that the above documents provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions, and that if the documents are copies, they are consistent with the original, and if the documents are copies, they are consistent with the original.
3、 The lawyer of the firm agrees that the board of directors of the company will take this legal opinion as the announcement material of the general meeting of shareholders of the company and announce it together with other documents to be announced.
4、 This legal opinion is only issued on the relevant legal matters involved in the company's general meeting of shareholders. In addition, this legal opinion shall not be used for any other purpose without the consent of the exchange.
Whether the legal qualification of the lawyer and the voting procedure of the convener are in accordance with the legal standards, whether the voting procedure of the convener is valid, and whether the meeting is held in accordance with the legal and ethical standards, whether the convener is qualified and whether the voting procedure of the convener is in accordance with the following standards:
The first part is the main body
1、 Convening and convening procedures of this general meeting of shareholders
(I) the 15th meeting of the 10th board of directors of the company formed an effective resolution on convening this general meeting of shareholders on April 26, 2022, which was published in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 28 and may 14, 2022 respectively The notice of Digital China Group Co.Ltd(000034) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No. 2022059) (hereinafter referred to as the "notice") and the notice on relevant precautions for participating in the second extraordinary general meeting of shareholders in 2022 during epidemic prevention and control (hereinafter referred to as the "notice") were published on the website.
(II) on May 4, 2022, Shenzhen Stock Exchange issued the spirit of the notice on several measures to support the real economy (SZS [2022] No. 439) and other notices. Listed companies can hold online shareholders' meetings in combination with their own conditions. As Beijing is currently in a critical period of epidemic prevention and control, according to the suggestive announcement issued by the company on May 14, 2022, in order to cooperate with the implementation of epidemic prevention and control requirements and protect the legitimate rights and interests of shareholders, according to the call for epidemic prevention and control in Beijing and the notice on several measures to support the real economy issued by Shenzhen Stock Exchange, This general meeting of shareholders adopts the combination of video conference voting and online voting. It will be held in the form of video conference through the "Shenzhou video Pro" client at 14:30 p.m. on Wednesday, May 18, 2022. There will be no on-site meeting.
The shareholders' meeting of the company conducted online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 15:00 p.m. on May 18, 2022. After verification, the time and method of the company's meeting notice and the contents of the notice and the suggestive announcement comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association. The actual time, place, method and content of the general meeting of shareholders are consistent with the notice and the suggestive announcement.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders, and the relevant provisions of the notice on several measures to support the real economy and the company constitution of Shenzhen Stock Exchange.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the meeting
(I) qualification of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualification of the convener of this general meeting of shareholders meets the relevant provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and is legal and effective.
(II) qualification of participants
1. A total of 21 shareholders and shareholders' agents attended the general meeting, representing 241652940 shares, accounting for 378671% of the total voting shares of the company. Among them: (1) one shareholder and shareholder agent attended the meeting by video, representing 154777803 shares, accounting for 242537% of the total voting shares of the company; (2) According to the statistical results of online voting provided by the online voting system of Shenzhen Stock Exchange to the company after the online voting of this meeting, 20 shareholders voted through the online voting system, representing 86875137 shares, accounting for 136134% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the online voting system and Internet voting system of Shenzhen Stock Exchange.
2. In addition to the lawyers of the firm and the shareholders of the company, the personnel attending the shareholders' meeting also include the relevant directors, supervisors, senior managers and other relevant personnel of the company.
After verification, our lawyers believe that the qualifications of the participants in this meeting meet the relevant laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders, the notice on several measures to support the real economy and the articles of association of Shenzhen Stock Exchange, which are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
1. If the shareholders' meeting is put on hold or the reasons for voting are not specified in the notice of voting by video, the voting of any item of the shareholders' meeting shall not be carried out.
2. Since there is only one shareholder agent attending the meeting by video, the shareholder agent, together with the lawyer and supervisor representative of the exchange, shall count and monitor the votes of shareholders attending the meeting by video. Shareholders participating in online voting voted on the proposal of the general meeting of shareholders through the system of Shenzhen Stock Exchange and the Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting. After the voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. consolidated and counted the voting results of video conference voting and online voting of the general meeting of shareholders.
(II) voting results
Combined with the voting results of the video conference and online voting results of the general meeting of shareholders, the voting results of the general meeting of shareholders are as follows:
1. Proposal on additional election of independent directors of the company
1.01 the proposal on the co election of Mr. Xiong Hui as an independent director of the 10th board of directors of the company was deliberated and adopted by ordinary resolution
Category consent
Proportion of the number of shares (shares) in the total number of valid voting shares attending the meeting
Overall voting
194989,164 806898%
agree
List of small and medium-sized investors
Proportion of the number of shares (shares) in the total number of valid voting shares of small and medium-sized investors attending the meeting
3,487160 870308%
Note: the above proposal 1.01 is elected by cumulative voting.
2. Proposal on revising relevant systems of the company
2.01 the proposal on Amending the articles of association was deliberated and passed by special resolution
Class agrees against waiver
Total number of shares attending the meeting number of shares with effective voting rights number of shares with effective voting rights
(shares) total number of shares to (shares) total number of shares to (shares) voting shares
Proportion of total cases
238545,604 987141％ 3,107335 1.2859％ 1 0.0000％
Agree against abstention
middle-sized and small
Accounting for the number of investment shares attending the meeting
Small and medium-sized investors small and medium-sized investors discuss the list of small and medium-sized investors (shares) (shares)
Valid voting rights valid voting rights valid
Ratio of total number of decision shares to total number of shares to total number of voting shares
899477 224487％ 3,107335 775513％ 1 0.0000％
2.02 the proposal on Amending the rules of procedure of the general meeting of shareholders was considered and adopted by special resolution
Category agree disagree
