About Talkweb Information System Co.Ltd(002261)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Hunan Qiyuan law firm
About Talkweb Information System Co.Ltd(002261)
Legal opinion of 2021 annual general meeting of shareholders
To: Talkweb Information System Co.Ltd(002261)
Entrusted by Talkweb Information System Co.Ltd(002261) (hereinafter referred to as “the company”), Hunan Qiyuan law firm appointed lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), witnessed the meeting by lawyers and issued this legal opinion.
The lawyer of the firm issues this legal opinion 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 of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Talkweb Information System Co.Ltd(002261) articles of Association (hereinafter referred to as the “articles of association”).
The legal opinion issued by this lawyer is based on the following commitments made by the company: the originals of all documents provided to this lawyer and the copies that are consistent with the originals verified by this lawyer are true, complete and reliable.
In order to issue this legal opinion, we have reviewed the following materials provided by the company according to law:
1. The company published on the website of Shenzhen Stock Exchange on April 28, 2022（ http://www.szse.cn. ）The announcement on the resolution of the 18th meeting of the seventh board of directors of the company (hereinafter referred to as the “resolution of the board of directors”) and the announcement on the notice of convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the general meeting of shareholders”).
2. Qualifications and identity documents of shareholders or their agents attending the meeting.
In accordance with the relevant provisions of Article 5 of the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, the legal opinions are hereby issued as follows:
1、 Convening procedures of this general meeting of shareholders
(I) according to the notice of the general meeting of shareholders, the notice of convening this general meeting of shareholders has been made in the form of announcement 20 days in advance, which is in line with the relevant provisions of the company law and the articles of association.
(II) according to the notice of the general meeting of shareholders, the main contents of the company’s notice of the general meeting of shareholders include: the convener of the meeting, the date of the meeting, the place of the meeting, the matters to be considered at the meeting, the objects attending the meeting, the registration measures of the meeting and other matters. The contents of the notice of the meeting comply with the relevant provisions of the articles of association.
(III) according to the resolution of the board of directors, this general meeting of shareholders is convened by the board of directors of the company.
(IV) the shareholders’ meeting adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Wednesday, May 18, 2022 in the conference room on the second floor of Talkweb Information System Co.Ltd(002261) office building, No. 298 tongzipo West Road, Yuelu District, Changsha; The voting time of the online general meeting of shareholders is from 13:00 a.m. to 18:30 p.m. on May 18, 2029, and the specific voting time of the online general meeting of shareholders is from 2:00 a.m. to 18:30 p.m. on May 18, 2029; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022.
In conclusion, our lawyers believe that the procedures for convening and convening the general meeting of shareholders of the company comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Qualifications of shareholders, agents and conveners attending the general meeting of shareholders
（1） Shareholders and their proxies attending the general meeting of shareholders
According to the verification and inspection conducted by our lawyers between the shareholders attending the on-site meeting and all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of May 12, 2022, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 274287730 shares, accounting for 219779% of the total shares of the company. After verification, the shareholders and their 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 and regulations and the relevant provisions of the articles of association.
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, 20 shareholders participated in the online voting of the general meeting of shareholders, representing 60154463 shares, accounting for 4.8200% of the total shares of the company.
To sum up, there are 24 shareholders and shareholders’ representatives attending the shareholders’ meeting on site and voting through the Internet, representing 334442193 shares, accounting for 267979% of the total shares of the company. Among them, there are 22 shareholders and shareholder representatives (hereinafter referred to as “small and medium-sized investors”) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company. The total number of shares represented by small and medium-sized investors is 84314726, accounting for 6.7559% of the total shares of the company.
（2） Other personnel attending the general meeting of shareholders
Some directors, supervisors, senior managers and lawyers of the company also attended the shareholders’ meeting. （3） Convener of this shareholders’ meeting
The general meeting of shareholders is convened by the board of directors of the company.
In conclusion, our lawyers believe that the shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders are qualified to attend the general meeting, and the qualification of the convener is legal.
3、 Proposal of the extraordinary general meeting of shareholders
Upon inspection, there is no additional temporary proposal at this shareholders’ meeting.
4、 Voting procedures and results of this general meeting of shareholders
(I) on site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. Before voting on the proposal, the shareholders’ meeting elected the vote counter and scrutineer to participate in the vote counting and scrutinization. Shareholders attending the meeting and their proxies deliberated and voted on the proposals included in the agenda of the shareholders’ meeting item by item. After the voting, the vote counter and scrutineer elected by the meeting shall be jointly responsible for counting and scrutinizing the votes with the lawyer. The scrutineer announced the voting situation and results on the spot.
(II) online voting
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting.
(III) voting results
In the witness of this lawyer, the vote counter and scrutineer determined the final voting result of each proposal based on the combined statistics of the on-site voting and online voting results of each proposal, as follows:
1. The work report of the board of directors in 2021 was reviewed and adopted
999836%; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
2. The work report of the board of supervisors in 2021 was reviewed and adopted
Voting results: 334387393 shares were approved, accounting for 999836% of the valid voting shares represented by the shareholders attending the meeting; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
3. The annual report for 2021 and its summary were reviewed and adopted
Voting results: 334387393 shares were approved, accounting for 999836% of the valid voting shares represented by the shareholders attending the meeting; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
4. Reviewed and adopted the financial final accounts report of 2021
999836%; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
5. The 2021 profit distribution plan was reviewed and approved
Voting results: 334324393 shares were approved, accounting for 999648% of the valid voting shares represented by the shareholders attending the meeting; 117800 shares opposed, accounting for 0.0352% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84196926 shares are approved, accounting for 998603% of the valid voting shares represented by minority shareholders attending the meeting; Against 117800 shares, accounting for 0.1397% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
6. The proposal on renewing the appointment of accounting firms was deliberated and adopted
Voting results: 334387393 shares were approved, accounting for 999836% of the valid voting shares represented by the shareholders attending the meeting; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
7. The proposal on applying for comprehensive credit line from banks in 2021 was deliberated and adopted
999836%; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
8. The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting results: 334387393 shares were approved, accounting for 999836% of the valid voting shares represented by the shareholders attending the meeting; Against 54800 shares, accounting for 0.0164% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 84259926 shares are approved, accounting for 999350% of the valid voting shares represented by minority shareholders attending the meeting; Against 54800 shares, accounting for 0.0650% of the effective voting shares represented by the minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares represented by the minority shareholders attending the meeting.
9. The proposal on allowances for members of the board of directors and the board of supervisors was deliberated and adopted
Voting results: 330739454 shares were approved, accounting for 988929% of the valid voting shares represented by the shareholders attending the meeting; Against 3702739 shares, accounting for 1.1071% of the effective voting shares represented by the shareholders attending the meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the effective voting shares represented by the shareholders attending the meeting.
Among them, the voting of minority shareholders is: agree to 80611,
