Beijing Zhide law firm
About zhaoxun Media Advertising Co., Ltd
Of the 2021 annual general meeting
Legal opinion
Zhi De Jing (HUI) Zi [2022] No. 0075
To: zhaoxun Media Advertising Co., Ltd. (your company)
Beijing Zhide law firm (hereinafter referred to as “the firm”) has accepted the entrustment of your company to appoint our lawyers to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the meeting”). Affected by the recent epidemic of novel coronavirus pneumonia, our lawyers attended the meeting by means of communication to witness and issue this legal opinion.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the measures for the administration of law firms engaging in securities legal business and other relevant laws, regulations, rules, normative documents and the articles of association of your company, the lawyers of our firm have made a detailed discussion on the convening and convening procedures of this meeting This legal opinion is issued for the qualification of the participants and the convener, the voting procedures and voting results of the meeting and other related matters.
Our lawyers have checked the authenticity and legality of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false, seriously misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of this meeting of your company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the relevant requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers have verified and verified the documents and matters related to the meeting provided by your company, and issued the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was decided at the 13th meeting of the 4th board of directors of your company and convened by the board of directors. On April 27, 2022, the board of directors of your company made a statement on cninfo (www.cn. Info. Com. CN.) The notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022019) has been issued, which specifies the time, place, voting method, convener, equity registration date, objects entitled to attend the meeting, matters submitted to the meeting for deliberation, your company’s contact address, contact person, registration method of the meeting, specific operation process of participating in online voting, etc, It also explains that all ordinary shareholders have the right to attend the general meeting of shareholders and can entrust an agent to attend and vote in writing. The agent of the shareholder may not be the shareholder of the company.
(II) convening of this meeting
Due to the epidemic prevention and control in Beijing, the on-site meeting of this meeting was held by video conference on May 18, 2022, presided over by Chairman Su zhuangqiang.
The online voting time of this meeting is May 18, 2022. Among them, the online voting time 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 time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
After verification, the board of directors of your company convened this meeting in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, rules and normative documents as well as the articles of association of your company. The time, place and content of this meeting are consistent with the relevant contents specified in the meeting notice; The convening and convening procedures of this meeting of your company comply with the provisions of relevant laws, regulations, rules, normative documents and the articles of association of your company.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualification of convener specified in laws, regulations, rules, normative documents and the articles of association of your company.
According to the signatures and power of attorney of shareholders (shareholders’ agents) attending the meeting and after verification, there are 0 shareholders (shareholders’ agents) attending the on-site meeting, representing 0 shares, accounting for 0.0000% of the total voting shares of your company; According to the data provided by Shenzhen Securities Information Co., Ltd., there were 16 shareholders and shareholder agents who effectively voted through the online voting system during the online voting of this meeting, representing 150038850 shares, accounting for 750194% of the total voting shares of your company. The qualification of shareholders voting through the online voting system has been authenticated by the trading system and Internet voting system of Shenzhen Stock Exchange. In addition to the shareholders (shareholders’ agents) of your company, other personnel attending and attending the meeting as nonvoting delegates also include some directors, supervisors, senior managers of your company, lawyers of our firm and other relevant personnel.
After verification, the shareholders attending and voting at this meeting are the shareholders of your company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the transaction of Shenzhen Stock Exchange ended on May 10, 2022.
In conclusion, the qualifications of the above-mentioned personnel attending and attending the meeting as nonvoting delegates meet the provisions of relevant laws, regulations, rules, normative documents and the articles of association of your company, which are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The matters considered and voted at this meeting are the proposals listed in the announced meeting notice of your company. In this meeting, the shareholders adopted the combination of video conference voting and online voting. The video conference recommended the shareholder representative, supervisor representative and the lawyer of this firm to be jointly responsible for counting and monitoring the votes. In accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of Association of your company, the following proposals were considered and voted one by one:
1. Annual report and summary of 2021
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150032750 shares agreed, accounting for 999959% of the total voting shares held by all shareholders attending the meeting; Against 6100 shares, accounting for 0.0041% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 32750 shares were approved, accounting for 842986% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
2. Work report of the board of directors in 2021
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150032750 shares agreed, accounting for 999959% of the total voting shares held by all shareholders attending the meeting; Against 6100 shares, accounting for 0.0041% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 32750 shares were approved, accounting for 842986% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
3. Work report of the board of supervisors in 2021
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150032750 shares agreed, accounting for 999959% of the total voting shares held by all shareholders attending the meeting; Against 6100 shares, accounting for 0.0041% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 32750 shares were approved, accounting for 842986% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
4. Financial statement report of 2021
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150032750 shares agreed, accounting for 999959% of the total voting shares held by all shareholders attending the meeting; Against 6100 shares, accounting for 0.0041% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 32750 shares were approved, accounting for 842986% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
5. 2021 profit distribution plan
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150019450 shares agreed, accounting for 999871% of the total voting shares held by all shareholders attending the meeting; Against 19400 shares, accounting for 0.0129% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 19450 shares were approved, accounting for 500644% of the total voting shares held by minority shareholders attending the meeting; Against 19400 shares, accounting for 499356% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
6. Proposal on renewing the appointment of audit institutions in 2022
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150033850 shares were approved, accounting for 999967% of the total voting shares held by all shareholders attending the meeting; Against 5000 shares, accounting for 0.0033% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 33850 shares were approved, accounting for 871300% of the total voting shares held by minority shareholders attending the meeting; The total number of minority shareholders with the right to vote against the meeting is 875000, accounting for 8700%; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
7. Proposal on prediction of daily connected transactions in 2022
The related shareholder Luenmei Quantum Co.Ltd(600167) and Shenyang Huaxin Lianmei Asset Management Co., Ltd. abstained from voting.
Total voting: 32750 shares agreed, accounting for 842986% of the total voting shares held by all shareholders attending the meeting; 6100 opposition shares, accounting for 157014% of the total voting shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 32750 shares were approved, accounting for 842986% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
8. Proposal on the remuneration scheme of directors and senior managers in 2022
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 150014950 shares were approved, accounting for 999841% of the total voting shares held by all shareholders attending the meeting; Against 6100 shares, accounting for 0.0041% of the total voting shares held by all shareholders attending the meeting; 17800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0119% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 14950 shares were approved, accounting for 384813% of the total voting shares held by minority shareholders attending the meeting; Against 6100 shares, accounting for 157014% of the total voting shares held by minority shareholders attending the meeting; 17800 shares were abstained (including 0 shares by default due to non voting), accounting for 458172% of the total voting shares held by minority shareholders attending the meeting.
9. Proposal on the remuneration scheme of supervisors in 2022
This proposal does not involve the avoidance of voting by related shareholders.
Total voting: 15 Daqing Huake Company Limited(000985) 0 shares were approved, accounting for 999807% of the total voting shares held by all shareholders attending the meeting; Against 11200 shares, accounting for 0.0075% of the total voting shares held by all shareholders attending the meeting; 17800 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0119% of the total voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 9850 shares were approved, accounting for 253539% of the total voting shares held by minority shareholders attending the meeting; Against 11200 shares, accounting for
