Beijing Zhonglun law firm
About Dalian My Gym Education Technology Co.Ltd(002621)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Dalian My Gym Education Technology Co.Ltd(002621)
Of the 2021 annual general meeting
Legal opinion
To: Dalian My Gym Education Technology Co.Ltd(002621)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of Dalian My Gym Education Technology Co.Ltd(002621) (hereinafter referred to as “the company”), is entrusted by the company to appoint lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”). 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, regulations and normative documents, as well as the provisions of Dalian My Gym Education Technology Co.Ltd(002621) articles of Association (hereinafter referred to as the “articles of association”), Witness the shareholders’ meeting and issue legal opinions. Affected by the epidemic of novel coronavirus pneumonia, the lawyers assigned by the exchange witnessed the shareholders’ meeting through video / communication.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of the personnel and conveners attending this general meeting of shareholders, the voting procedures and voting results of the meeting comply with the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
1. On April 27, 2022, the third meeting of the sixth board of directors of the company deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders.
2. According to the resolution of the third meeting of the sixth board of directors of the company, on April 28, 2022, the company published the announcement of Dalian My Gym Education Technology Co.Ltd(002621) on the notice of convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC. Accordingly, the board of directors of the company has notified the shareholders in the form of announcement 20 days before the meeting. The contents of the meeting notice comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
Accordingly, our lawyers believe that the convening procedures of this general meeting of shareholders 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 general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and effective.
(II) convening procedures of the general meeting of shareholders
1. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Wednesday, May 18, 2022 in the conference room on the second floor of building A3, yard 50, Anjia building, Chaoyang District, Beijing. Mr. Zhang Shulin, chairman of the company, presided over the shareholders’ meeting.
2. After verification, the online voting of this shareholders’ meeting was conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Online voting time: May 18, 2022. 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 of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on May 18, 2022 to 15:00 on May 18, 2022.
Accordingly, our lawyers believe that the convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of personnel and conveners attending the general meeting of shareholders
(I) shareholders and their agents
The equity registration date of this shareholders’ meeting is May 13, 2022. Upon inspection, there are 0 shareholders and shareholder agents attending the on-site meeting of the company’s general meeting, representing 0 shares, accounting for 0% of the total shares of the company.
According to the data provided by Shenzhen Securities Information Co., Ltd., 16 shareholders voted directly through the online voting system within the effective time, representing 248359087 shares, accounting for 302053% of the total shares of the company. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
The above-mentioned 16 shareholders and shareholders’ agents attending the shareholders’ meeting on site and through the Internet, representing 248359087 shares of the company with voting rights, accounting for 302053% of the total voting shares of the company. Among them, there are 14 small and medium-sized investors (referring to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below) participating in the general meeting of shareholders through on-site and online, and the number of shares owned and represented is 167700, accounting for 0.0204% of the total voting shares of the company.
(II) directors, supervisors, senior managers and other personnel
Chairman Zhang Shulin, vice chairman and deputy general manager and Secretary of the board of directors Shi Yu, director and general manager Liu Jun, director Longsen ye, supervisor Wen Shuai, supervisor sun Hui, supervisor Lu Lu, chief financial officer Li Hui, deputy general manager Chen Juan, deputy general manager Zhao Fen, deputy general manager Zhou Xinxin and deputy general manager Li Shijie attended the shareholders’ meeting by means of communication. The witness lawyer hired by the company attended the shareholders’ meeting by video / communication. (III) the general meeting of shareholders is convened by the board of directors of the company.
Accordingly, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
It has been witnessed that the proposals considered at this shareholders’ meeting are consistent with the contents stated in the relevant announcements of the company, and there is no case of modifying the original proposal or proposing a new proposal.
After verification, the company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistics of the total number of voting rights and voting results participating in the online voting of the general meeting of shareholders.
After verification, the voting results of this shareholders’ meeting are as follows:
1. Annual report and summary of 2021
248265987 shares were approved, accounting for 999625% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; Against 87200 shares, accounting for 0.0351% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; 5900 shares were abstained, accounting for 0.0024% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders: 74600 shares were agreed, accounting for 444842% of the total voting shares of small and medium-sized shareholders and their entrusted agents attending the meeting; Against 87200 shares, accounting for 519976% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting; 5900 shares were abstained, accounting for 3.5182% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting. Voting result: the proposal was passed.
2. Proposal on the achievement of performance commitments of holding subsidiaries
248265987 shares were approved, accounting for 999625% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; Against 87200 shares, accounting for 0.0351% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; 5900 shares were abstained, accounting for 0.0024% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders: 74600 shares were agreed, accounting for 444842% of the total voting shares of small and medium-sized shareholders and their entrusted agents attending the meeting; Against 87200 shares, accounting for 519976% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting; 5900 shares were abstained, accounting for 3.5182% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting. Voting result: the proposal was passed.
3. Proposal on the expiration of the performance commitment of the subject assets of major asset restructuring impairment test report
248265987 shares were approved, accounting for 999625% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; Against 87200 shares, accounting for 0.0351% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; 5900 shares were abstained, accounting for 0.0024% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders: 74600 shares were agreed, accounting for 444842% of the total voting shares of small and medium-sized shareholders and their entrusted agents attending the meeting; Against 87200 shares, accounting for 519976% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting; 5900 shares were abstained, accounting for 3.5182% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting. Voting result: the proposal was passed.
4. Proposal on the performance compensation scheme for the subject assets of major asset restructuring
248265987 shares were approved, accounting for 999625% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; Against 87200 shares, accounting for 0.0351% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; 5900 shares were abstained, accounting for 0.0024% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders: 74600 shares were agreed, accounting for 444842% of the total voting shares of small and medium-sized shareholders and their entrusted agents attending the meeting; Against 87200 shares, accounting for 519976% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting; 5900 shares were abstained, accounting for 3.5182% of the total voting shares of minority shareholders and shareholders’ entrusted agents attending the meeting. Voting result: the proposal was passed.
5. Work report of the board of directors in 2021
248265987 shares were approved, accounting for 999625% of the total voting shares of shareholders attending the meeting and shareholders’ entrusted agents; Against 87200 shares, accounting for the shareholders attending the meeting
