Beijing Zhonglun law firm
About Macrolink Culturaltainment Development Co.Ltd(000620)
Of the 2021 annual general meeting
Legal opinion
May 2022
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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 Macrolink Culturaltainment Development Co.Ltd(000620)
Legal opinion of 2021 annual general meeting
To: Macrolink Culturaltainment Development Co.Ltd(000620)
Entrusted by Macrolink Culturaltainment Development Co.Ltd(000620) (hereinafter referred to as “the company”), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) appoints its lawyers to witness the legitimacy of the company’s 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) and issue legal opinions. Due to the need of covid-19 pneumonia epidemic prevention and control, our lawyers attended and witnessed the shareholders’ meeting by video.
This legal opinion is 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”) of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange Normative documents and the provisions of the Macrolink Culturaltainment Development Co.Ltd(000620) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Macrolink Culturaltainment Development Co.Ltd(000620) shareholders’ meeting (hereinafter referred to as the “rules of procedure of shareholders’ meeting”).
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, he has provided the materials that the lawyer of this firm considers 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 integrity, and the relevant copies and copies 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 attendees, the qualifications of conveners, the voting procedures of the meeting and the voting results comply with the provisions of laws, regulations and normative documents such as the company law, the rules of general meeting of shareholders and the articles of association and the rules of procedure of general meeting of shareholders, 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 these proposals.
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the 12th meeting of the 10th board of directors on April 27, 2022, deliberated and adopted the notice on convening the 2021 annual general meeting of shareholders.
2. On April 29, 2022, the company issued the notice on convening the 2021 annual general meeting of shareholders on the information disclosure website and media designated by the CSRC, and notified all shareholders in the form of announcement on the time and place of the general meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting, the name and telephone number of the contact person, etc.
After examination, our lawyers believe that the time, method and content of the notice of the company’s shareholders’ meeting and the convening procedure of the company’s shareholders’ meeting comply with the provisions of the company law, the rules of shareholders’ meeting and other laws, regulations, normative documents and the articles of association.
2、 Convening of this general meeting of shareholders
1. The shareholders’ meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the shareholders’ meeting was held at Macrolink Culturaltainment Development Co.Ltd(000620) Conference Center, Taihu Town, Tongzhou District, Beijing at 13:30 p.m. on Thursday, May 19, 2022. The shareholders’ meeting was presided over by Mr. Ma Chenshan, chairman of the company.
3. The online voting time of this general meeting of shareholders is May 19, 2022. The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 19 to 15:00 p.m. on May 19, 2022.
After examination, our lawyers believe that the convening of the general meeting of shareholders is in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Qualification of attendees and conveners of the general meeting of shareholders
1. Shareholders attending the on-site meeting
According to the inspection, a total of one shareholder and shareholder agent attended the on-site meeting of the company’s general meeting, representing 1160272587 voting shares, accounting for 611735% of the total voting shares of the company. They are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation on the equity registration date.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and their agents attending the on-site meeting of the general meeting of shareholders, our lawyers believe that the shareholders and agents attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications.
2. Shareholders participating in online voting
According to the network data provided by Shenzhen Stock Exchange, a total of 17 shareholders participated in the online voting at the shareholders’ meeting. The qualification of shareholders participating in the voting through the online voting system has been verified by the trading system of Shenzhen Stock Exchange.
3. Some directors, some supervisors and the Secretary of the board of directors of the company attended the shareholders’ meeting, and some senior managers and witness lawyers of the company attended the shareholders’ meeting as nonvoting delegates.
4. The convener of this general meeting of shareholders is the board of directors of the company.
After examination, our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated the proposals listed in the notice of shareholders’ meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the completion of on-site voting and online voting, the company consolidated and counted the voting results of on-site voting and online voting. Witnessed by the lawyers of the firm, the following proposals were considered and adopted at the general meeting of shareholders:
1. Work report of the board of directors in 2021
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 31500 shares, accounting for 0.0026% of the valid voting shares held by shareholders attending the meeting; 34000 shares were abstained, accounting for 0.0028% of the valid voting shares held by the shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 65500 shares, accounting for 0.0055% of the valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting.
3. Financial statement report of 2021
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 31500 shares, accounting for 0.0026% of the valid voting shares held by shareholders attending the meeting; 34000 shares were abstained, accounting for 0.0028% of the valid voting shares held by the shareholders attending the meeting.
4. Full text and summary of 2021 Annual Report
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 31500 shares, accounting for 0.0026% of the valid voting shares held by shareholders attending the meeting; 34000 shares were abstained, accounting for 0.0028% of the valid voting shares held by the shareholders attending the meeting.
5. Plan for profit distribution and conversion of reserve fund into share capital in 2021
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 65500 shares, accounting for 0.0055% of the valid voting shares held by shareholders attending the meeting; 0.0000% of the shares held by shareholders with valid voting rights to attend the meeting.
Voting results of small and medium-sized investors: 41034812 shares were agreed, accounting for 998406% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 65500 shares, accounting for 0.1594% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. 6. Proposal on providing guarantee amount for holding subsidiaries in the next 12 months
Voting results: 119771987 shares were approved, accounting for 996953% of the valid voting shares held by shareholders attending the meeting; Against 3660912 shares, accounting for 0.3047% of the valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting.
7. Proposal on prediction of daily connected transactions in 2022
The affiliated shareholder new China Union Holdings Ltd(000036) Co., Ltd. has an affiliated relationship with this proposal and has avoided voting.
Voting results: 41034812 shares were approved, accounting for 998406% of the valid voting shares held by non affiliated shareholders attending the meeting; Against 65500 shares, accounting for 0.1594% of the valid voting shares held by non affiliated shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by non affiliated shareholders attending the meeting. Voting results of small and medium-sized investors: 41034812 shares were agreed, accounting for 998406% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 65500 shares, accounting for 0.1594% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
8. Proposal on re-election of independent directors of the company
Voting results: 1201307299 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 65600 shares, accounting for 0.0055% of the valid voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the valid voting shares held by the shareholders attending the meeting.
Voting results of small and medium-sized investors: 41034712 shares were agreed, accounting for 998404% of the valid voting shares held by small and medium-sized shareholders attending the meeting; Against 65600 shares, accounting for 0.1596% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. 9. Proposal on renewing the appointment of accounting firms
Voting results: 1201307399 shares were approved, accounting for 999945% of the valid voting shares held by the shareholders attending the meeting; Against 31500 shares, accounting for 0.0026 of the valid voting shares held by shareholders attending the meeting
