Beijing Guofeng (Shenzhen) law firm
About Montnets Cloud Technology Group Co.Ltd(002123)
Legal opinion of 2021 annual general meeting of shareholders
Gflgz [2022] No. c0060
To: Montnets Cloud Technology Group Co.Ltd(002123)
Entrusted by Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of 2021 annual general meeting of shareholders held by your 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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and other laws, regulations and normative documents, as well as the relevant provisions of Montnets Cloud Technology Group Co.Ltd(002123) articles of Association (hereinafter referred to as the articles of association), Issue this legal opinion on matters related to this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. On April 26, 2022, your company published the notice of Montnets Cloud Technology Group Co.Ltd(002123) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) in the media meeting the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”);
2. Your company published the announcement on the resolution of the first meeting of the 8th board of directors of Montnets Cloud Technology Group Co.Ltd(002123) the media meeting the conditions stipulated by the CSRC on April 26, 2022;
3. On April 26, 2022, your company published the announcement on the resolution of the first meeting of the eighth board of supervisors of Montnets Cloud Technology Group Co.Ltd(002123) the media meeting the conditions stipulated by the CSRC;
4. On May 6, 2022, your company published the announcement on the addition of interim proposal and notice of the general meeting of shareholders in 2021 in the media meeting the conditions specified by the CSRC;
5. Register of shareholders, identity certificates of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and 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 matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the verification of our lawyers, the shareholders’ meeting was decided to be held at the first meeting of the 8th board of directors held on April 26, 2022. On April 26, 2022, the board of directors of your company published the notice on convening this general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 20 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and method of the meeting, the participants of the meeting, the place of the on-site meeting, the matters to be considered at the meeting, the registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 on Wednesday, May 18, 2022 in the conference room of Shenzhen Montnets Cloud Technology Group Co.Ltd(002123) Development Co., Ltd., 2 / F, longtelli technology building, No. 30, Gaoxin Zhongsi Road, Nanshan District, Shenzhen. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time of voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 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 to 15:00 on May 18, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Yu Wensheng, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of May 12, 2022 (equity registration date). There were 3 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 160172030 voting shares of your company, Accounting for 199667% of the total voting shares of your company. 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 relevant provisions of the company law and other laws, regulations, normative documents and the articles of association. According to the data provided by Shenzhen Securities Information Co., Ltd., 14 shareholders voted through the online voting system during the online voting time, representing 9148600 voting shares of your company, accounting for 1.1404% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as our witness lawyers attended or attended the on-site meeting of the general meeting of shareholders.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders’ meeting deliberated the proposal listed in the notice of shareholders’ meeting and voted on the proposal by open ballot, Among them, the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Work report of the board of directors in 2021
Voting: 169259030 shares were approved, accounting for 999636% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 46000 shares, accounting for 0.0272% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 15600 shares were abstained, accounting for 0.0092% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors is: 3187000 consent votes, accounting for 981038% of the voting shares of small and medium-sized investors attending the meeting; The negative votes were 46000 shares, accounting for 1.4160% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 15600 shares, accounting for 0.4802% of the voting shares of small and medium-sized investors attending the meeting.
2. Work report of the board of supervisors in 2021
Voting: 169257430 shares were approved, accounting for 999627% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 47600 shares, accounting for 0.0281% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 15600 shares were abstained, accounting for 0.0092% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors is: 3185400 consent votes, accounting for 980545% of the voting shares of small and medium-sized investors attending the meeting; The negative votes were 47600 shares, accounting for 1.4652% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 15600 shares, accounting for 0.4802% of the voting shares of small and medium-sized investors attending the meeting.
3. Financial statement report of 2021
Voting: 169254930 shares were approved, accounting for 999612% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 50100 shares, accounting for 0.0296% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 15600 shares were abstained, accounting for 0.0092% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors is: 3182900 consent votes, accounting for 979776% of the voting shares of small and medium-sized investors attending the meeting; The negative vote was 50100 shares, accounting for 1.5422% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 15600 shares, accounting for 0.4802% of the voting shares of small and medium-sized investors attending the meeting.
4. 2021 profit distribution and capital reserve for share capital plan
Voting: 169269430 shares were approved, accounting for 999698% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 50100 shares, accounting for 0.0296% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 1100 shares abstained, accounting for 0.0006% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors is: 3197400 consent votes, accounting for 984239% of the voting shares of small and medium-sized investors attending the meeting; The negative vote was 50100 shares, accounting for 1.5422% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 1100 shares, accounting for 0.0339% of the voting shares of small and medium-sized investors attending the meeting.
5. Annual report and summary of 2021
Voting: 169257430 shares were approved, accounting for 999627% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 47600 shares, accounting for 0.0281% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 15600 shares were abstained, accounting for 0.0092% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors is: 3185400 consent votes, accounting for 980545% of the voting shares of small and medium-sized investors attending the meeting; The negative votes were 47600 shares, accounting for 1.4652% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 15600 shares, accounting for 0.4802% of the voting shares of small and medium-sized investors attending the meeting.
6. Proposal on re employment of accounting firm
Voting: 169259030 shares were approved, accounting for 999636% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; Against 48500 shares, accounting for 0.0286% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 13100 shares were abstained, accounting for 0.0077% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors is: 3187000 consent votes, accounting for 981038% of the voting shares of small and medium-sized investors attending the meeting; The negative vote was 48500 shares, accounting for 1.4930% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote was 13100 shares, accounting for 0.4033% of the voting shares of small and medium-sized investors attending the meeting.
7. Proposal on the remuneration plan of the company’s directors in 2022
7.1 proposal on the 2022 annual salary plan of Yu Wensheng, chairman of the company
Voting: Yu Wensheng, a related shareholder, and the persons acting in concert abstained from voting and agreed to 4010655 shares, accounting for 987055% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Against 52600 shares, accounting for 1.2945% of the total number of voting shares held by shareholders and shareholders’ agents attending the general meeting; Abstain 0 shares.
Among them, the voting situation of small and medium-sized investors is: 3196000 consent votes, accounting for 983808% of the voting shares of small and medium-sized investors attending the meeting; The negative vote was 52600 shares, accounting for 1.6192% of the voting shares of small and medium-sized investors attending the meeting; The abstention vote is 0 shares.
7.2 proposal on the 2022 annual salary plan of Xu Gang, vice chairman of the company
Voting: 169266430 shares were approved, accounting for the shareholders and their representatives attending the general meeting of shareholders
