To: Shenzhen Farben Information Technology Co.Ltd(300925)
About Shenzhen Farben Information Technology Co.Ltd(300925)
Legal opinion of 2021 annual general meeting
Shenzhen Farben Information Technology Co.Ltd(300925) (hereinafter referred to as "the company") the 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders") was held as scheduled on May 18, 2022 in Block B, yudashun science and Technology Park, No. 15, Gaoxin North Sixth Road, Nanshan District, Shenzhen. The general meeting of shareholders adopted the voting method of combining on-site voting and online voting. The 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 voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022. Beijing JunZeJun (Shanghai) law firm (hereinafter referred to as "the firm") has accepted the entrustment of the company to appoint Lawyer Zhang Yinan and Lawyer Chen Jing (hereinafter referred to as "the firm's lawyer") to attend the general meeting of shareholders in the form of online video. In accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China The rules of the general meeting of shareholders of listed companies (hereinafter referred to as "the rules of the general meeting of shareholders") and the Shenzhen Farben Information Technology Co.Ltd(300925) articles of Association (hereinafter referred to as "the articles of association") verify the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the deliberation matters, the voting procedures and voting results of the meeting, and issue this legal opinion.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the deliberation matters, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and do not express their opinions on the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in these proposals. The premise of our lawyers' opinions is that the materials submitted by the company to our lawyers (including but not limited to the identity certificate and power of attorney of relevant shareholders) are true and complete, the signatures and / or seals on these materials are true, the power of attorney is legally and properly authorized, and the copies or copies of the materials are consistent with the original or the original.
The exchange agrees to take this legal opinion as a necessary document for the announcement of the company's general meeting of shareholders, and bear the responsibility for the legal opinion issued by the exchange according to law. This legal opinion is only used by the company for the purpose of this general meeting of shareholders. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, the lawyers of this firm are in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry On the convening and convening procedures of this general meeting of shareholders
Checked by our lawyer:
1. The shareholders' meeting was convened by the 10th meeting of the third board of directors of the company.
The general meeting of shareholders is convened by the board of directors of the company. On April 22, 2022, the 10th meeting of the third board of directors of the company passed a resolution, deliberating and adopting the proposal on convening the 2021 annual general meeting of shareholders of the company. The notice on the convening of the shareholders' meeting of the company (hereinafter referred to as the "meeting notice") was posted on cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）And the information disclosure media designated by the CSRC. The announcement of the meeting specifies the time of the shareholders' meeting, the place of the on-site meeting, the convener, the voting method, the matters to be considered at the meeting, the participants, the registration method of attending the on-site meeting and other matters.
2. The general meeting of shareholders is held by combining on-site voting and online voting.
(1) On site meeting
The on-site meeting of the general meeting of shareholders was held at 14:30 on May 18, 2022 in the conference room on the 1st floor, block B, yudashun science and Technology Park, No. 15, Gaoxin North Sixth Road, Nanshan District, Shenzhen. The meeting was presided over by Mr. Yan Hua, chairman of the board. The time, place and method of the meeting were consistent with the contents of the meeting notice.
(2) Online voting
The voting time through the system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective.
II On the qualifications of the attendees of the general meeting of shareholders
Checked by our lawyer:
According to the register of shareholders attending the general meeting of shareholders and the lawyer of the exchange, check the attendance certificate and attend the meeting
There are 7 shareholders and shareholders' agents (hereinafter collectively referred to as "shareholders") in the on-site meeting of the general meeting of shareholders, representing 84037669 shares with voting rights of the company, accounting for about 381817% of the total share capital of the company. The directors, supervisors, senior managers and lawyers of the company attended or attended the shareholders' meeting as nonvoting delegates. According to the articles of association, the above-mentioned persons are qualified to attend or attend the general meeting of shareholders of the company.
The company also provided shareholders with an online voting platform for this general meeting of shareholders. Shareholders can participate in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. Since the qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange when they conduct online voting, our lawyers do not verify the qualification of online voting shareholders and only rely on the verification of the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen stock exchange. Based on the above, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the articles of association and the notice and announcement of the meeting, which are legal and effective.
III Proposal on this shareholders' meeting
The proposal of this general meeting of shareholders is proposed by the board of directors of the company. The content of the proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Upon the inspection of our lawyers, the shareholders attending the shareholders' meeting did not put forward new proposals.
IV Voting on the general meeting of shareholders
Witnessed by our lawyers, the shareholders' meeting deliberated the proposals listed in the notice of the meeting, and the shareholders and their proxies attending the shareholders' meeting voted by open ballot on site. When voting at the on-site meeting, one shareholder representative, one supervisor of the company and the lawyer of the exchange shall jointly count and supervise the votes. According to the voting results of the on-site meeting witnessed by our lawyers and the online voting results counted by the trading system and Internet voting system of Shenzhen Stock Exchange, the voting conditions and results of the proposal are as follows:
1. Work report of the board of directors in 2021
This proposal is voted by non cumulative voting, and the voting results are as follows: 89818009 shares are agreed, accounting for 999530% of the shares held by all shareholders attending the meeting; Against 42200 shares, accounting for 0.0470% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 20% of the shares held by all shareholders attending the meeting
0.0000％。 The proposal was approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8841340 shares, accounting for 995250% of the shares held by small and medium-sized shareholders attending the meeting; Against 42200 shares, accounting for 0.4750% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
This proposal is voted by non cumulative voting, and the voting results are as follows: 89815909 shares are agreed, accounting for 999507% of the shares held by all shareholders attending the meeting; Against 42200 shares, accounting for 0.0470% of the shares held by all shareholders attending the meeting; 2100 shares were abstained, accounting for 0.0023% of the shares held by all shareholders attending the meeting. The proposal was approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8839240 shares, accounting for 995013% of the shares held by small and medium-sized shareholders attending the meeting; Against 42200 shares, accounting for 0.4750% of the shares held by minority shareholders attending the meeting; 2100 shares were abstained, accounting for 0.0236% of the shares held by minority shareholders attending the meeting.
3. Financial statement report of 2021
This proposal is voted by non cumulative voting, and the voting results are as follows: 89818009 shares are agreed, accounting for 999530% of the shares held by all shareholders attending the meeting; Against 42200 shares, accounting for 0.0470% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting. The proposal was approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8841340 shares, accounting for 995250% of the shares held by small and medium-sized shareholders attending the meeting; Against 42200 shares, accounting for 0.4750% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. Annual report for 2021 and its summary
The proposal was voted by non cumulative voting. The voting results are as follows: 89711509 shares were agreed, accounting for 998345% of the shares held by all shareholders attending the meeting; Against 42200 shares, accounting for all shares attending the meeting
0.0470% of the shares held by Dong; 106500 shares were abstained, accounting for 0.1185% of the shares held by all shareholders attending the meeting. The proposal was approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8734840 shares, accounting for 983261% of the shares held by small and medium-sized shareholders attending the meeting; Against 42200 shares, accounting for 0.4750% of the shares held by minority shareholders attending the meeting; 106500 shares were abstained, accounting for 1.1988% of the shares held by minority shareholders attending the meeting.
5. Proposal on the company's profit distribution plan for 2021
This proposal is voted by non cumulative voting, and the voting results are as follows: 89818009 shares are agreed, accounting for 999530% of the shares held by all shareholders attending the meeting; Against 11200 shares, accounting for 0.0125% of the shares held by all shareholders attending the meeting; 31000 shares were abstained, accounting for 0.0345% of the shares held by all shareholders attending the meeting. The proposal was approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8841340 shares, accounting for 995250% of the shares held by small and medium-sized shareholders attending the meeting; Against 11200 shares, accounting for 0.1261% of the shares held by minority shareholders attending the meeting; 31000 shares were abstained, accounting for 0.3490% of the shares held by minority shareholders attending the meeting.
6. Proposal on the remuneration scheme of directors and senior managers in 2022
The proposal was voted by non cumulative voting. The voting results are as follows: 89711509 shares were agreed, accounting for 998345% of the shares held by all shareholders attending the meeting; Against 148700 shares, accounting for 0.1655% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting. The proposal was approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors holding less than 5% (excluding 5%) agreed to 8734840 shares, accounting for 983261% of the shares held by small and medium-sized shareholders attending the meeting; Against 148700 shares, accounting for
