Beijing Shidai Jiuhe law firm
About
Tsinghua Tongfang Co.Ltd(600100)
Of the 2021 annual general meeting
Legal opinion
Beijing Shidai Jiuhe law firm
Jurisino Law Group
Address: 6 / F, block W2, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing, China
Address: 6 Floor, W2 Tower, 1 East Chang An Avenue, Dong Cheng District, Beijing, China Tel：861056162288 Fax: 861058116199
Web：www.jurisino. com.
Beijing Shidai Jiuhe law firm
About
Tsinghua Tongfang Co.Ltd(600100)
Of the 2021 annual general meeting
Legal opinion
To: Tsinghua Tongfang Co.Ltd(600100)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of procedure of Tsinghua Tongfang Co.Ltd(600100) shareholders’ meeting (hereinafter referred to as the “rules of shareholders’ meeting”) and the Tsinghua Tongfang Co.Ltd(600100) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, Entrusted by Tsinghua Tongfang Co.Ltd(600100) (hereinafter referred to as “the company”), Beijing Shidai Jiuhe law firm (hereinafter referred to as “the firm”) appoints lawyers Chen Xuejun and Liu Jialu (hereinafter referred to as “the firm’s lawyer”) to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) held by the company on May 19, 2022 Issue legal opinions on the qualification of attendees, the qualification of conveners, the voting procedures of the general meeting of shareholders, the legitimacy and effectiveness of the voting results and other related issues.
In order to issue this legal opinion, our lawyers reviewed the announcement on the resolution of the 24th Meeting of the 8th board of directors of Tsinghua Tongfang Co.Ltd(600100) the announcement on the resolution of the 25th meeting of the 8th board of directors of Tsinghua Tongfang Co.Ltd(600100) the announcement on the resolution of the 13th meeting of the 8th board of supervisors of Tsinghua Tongfang Co.Ltd(600100) the notice on convening the 2021 annual general meeting of shareholders (hereinafter referred to as “the notice on convening the general meeting of shareholders”) The documents of the annual general meeting of shareholders in 2021 and other documents and materials deemed necessary by our lawyers, reviewed the identity and qualification of the shareholders attending the meeting, witnessed the convening of the general meeting of shareholders, and participated in the vote monitoring and counting of the voting votes of the general meeting of shareholders.
Checked and verified the legal documents and other documents and materials related to the matters of the general meeting of shareholders provided by the company. The lawyers of our firm have obtained the following guarantee, that is, the company has provided the materials that our lawyers believe are necessary for issuing this legal opinion, the original materials, copies, copies and other materials provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers conducted necessary verification and verification of the relevant documents and facts provided by the company and attended the shareholders’ meeting. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
In order to convene this general meeting of shareholders, the board of directors of the company published the notice of convening the general meeting of shareholders through the designated information disclosure media on April 29, 2022. The notice of the meeting specifies the time, place, content, participants, registration method and other matters of this general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held as scheduled at 13:30 p.m. on May 19, 2022 in the conference room of Tsinghua Tongfang science and technology building, No. 1 Wangzhuang Road, Haidian District, Beijing. The general meeting of shareholders was presided over by Mr. Huang Mingang, chairman of the company, and all the agenda of the meeting was completed. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the voting platform of the trading system is the trading time period on the day of the general meeting of shareholders, i.e. 9:15 to 9:25, 9:30 to 11:30, 13:00 to 15:00; The voting time through the Internet voting platform is from 9:15 to 15:00 on the day of the general meeting of shareholders. The time, place and other matters of the meeting are consistent with those disclosed in the meeting notice.
After examination, our lawyers believe that the time, method and content of the notice of the company’s shareholders’ meeting and the convening and convening procedures of the company’s shareholders’ meeting comply with the provisions of the company law and other laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
After checking the register of shareholders of the company, the identity certificates and power of attorney of the shareholders attending the meeting and their entrusted agents provided by the company, our lawyers confirmed that there were 2 shareholders attending the general meeting and their authorized agents, and the total number of shares held by the company was 1149709759, accounting for 343166% of the total shares of the company.
In addition, according to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., 132 shareholders participated in the online voting and effective voting of the general meeting of shareholders, representing 93376074 shares of the company, accounting for 2.7871% of the total voting shares of the company.
To sum up, 134 shareholders and shareholders’ proxies (including online voting) attended the shareholders’ meeting, representing 1243085833 shares of the company, accounting for 371037% of the total voting shares of the company.
Among them, 133 shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) except directors, supervisors, senior managers, shareholders (or shareholders’ agents) who individually or jointly hold more than 5% of the shares of the company, representing 234268291 voting shares of the company, accounting for 6.9925% of the total voting shares of the company.
In addition to the above-mentioned shareholders and shareholders’ representatives, some directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting, and the witness lawyers of the exchange attended the shareholders’ meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, and the convener’s qualification is legal and valid.
Upon the inspection of the lawyers of the firm, the qualification of the personnel attending the general meeting of shareholders is legal and valid, and the qualification of the board of directors as the convener is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
After verification, the matters voted at this general meeting of shareholders have been listed in the notice of convening the general meeting of shareholders and the documents of the 2021 annual general meeting of shareholders.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the on-site shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes on the site. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by the above stock exchange information network Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows: proposal 1: the company’s 2021 annual report and summary
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting (%)
Agreed 1226010976986264
Objection 169628571.3645
Waiver 1120000.0091
The voting result was passed
Proposal 2: work report of the board of directors in 2021
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting (%)
12261831 consent
Objection 171474021.3794
Waiver 1026000.0083
The voting result was passed
Proposal 3: work report of the board of supervisors in 2021
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting (%)
Agreed 1225819755986110
Objection 171634781.3807
Waiver 1026000.0083
The voting result was passed
Proposal 4: work report of independent directors in 2021
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting (%)
Agreed 1225775855986074
Objection 172073781.3842
Waiver 1026000.0084
The voting result was passed
Proposal 5: financial statement report of 2021
Voting of all shareholders present
Voting opinion
Proportion of the number of representative shares (shares) in the total number of voting shares held by shareholders attending the meeting (%)
Agreed 1225823355986113
Objection 171598781.3804
Waiver 1026000.0083
The voting result was passed
Proposal 6: plan on no profit distribution in 2021
Voting opinions voting of all shareholders present voting of small and medium investors
Proportion in the number of small and medium-sized investment representative shares (shares) held by shareholders attending the meeting and the total number of representative shares (shares) held by investors (%)
