Mango Excellent Media Co.Ltd(300413) : legal opinion of Beijing JUNHE law firm on Mango Excellent Media Co.Ltd(300413) 2021 annual general meeting of shareholders, 20th floor, China Resources Building, No. 8, Jianguomen North Street, Beijing, zip code: 100005 Tel: (86-10) 85191300 Fax: (86-10) 85191350 [email protected]. About Mango Excellent Media Co.Ltd(300413)
Of the 2021 annual general meeting
Legal opinion
To: Mango Excellent Media Co.Ltd(300413)
Entrusted by your company, Beijing JUNHE law firm (hereinafter referred to as "the firm") according to the
The company law of the people's Republic of China (hereinafter referred to as the company law) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules")
Laws, regulations, rules and Mango Excellent Media Co.Ltd(300413) articles of Association
In accordance with the relevant provisions of the articles of association, the 2021 annual general meeting of shareholders of your company (hereinafter referred to as the "articles of association")
This legal opinion is issued on relevant matters of the second general meeting of shareholders ").
This legal opinion only deals with the convening and convening procedures of this general meeting of shareholders and the personnel attending this general meeting of shareholders
Whether the qualification, convener qualification and voting procedures of the meeting comply with relevant Chinese laws and regulations and the articles of association
To express opinions on the legality and effectiveness of the voting results does not affect the proposals considered at this shareholders' meeting
Express opinions on the content and the authenticity, accuracy or legitimacy of the relevant facts or data expressed in these proposals.
This opinion is only used for the legal purpose of the shareholders' meeting
With the written consent of the, no one shall use it for any other purpose.
Affected by the epidemic situation of pneumonia caused by novel coronavirus infection, the firm appointed lawyers to attend the meeting via video
The general meeting of shareholders, and in accordance with the relevant provisions and requirements of current laws and regulations, in accordance with the recognized practice of the lawyer industry
In accordance with the standards of business, ethics and the spirit of diligence, we will provide you with the documents related to the shareholders' meeting
And facts. On this basis, our lawyers give the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
1. According to the resolution of the 8th meeting of the 4th board of directors of your company, your company on April 25, 2022
Beijing headquarters Tel: (86-10) 85191300 Shenzhen Branch Tel: (86-755) 25870765 Dalian Branch Tel: (86-411) 82507578 Hong Kong Branch Tel: (852) 21670000
Fax: (86-10) 85191350 Fax: (86-755) 25870780 Fax: (86-411) 82507579 Fax: (852) 21670050
Shanghai Branch Tel: (86-10) 52985488 Guangzhou Branch Tel: (86-20) 28059088 Haikou Branch Tel: (86-898) 68512544 New York branch Tel: (1-212) 7038720
Fax: (86-21) 52985492 Fax: (86-20) 28059099 Fax: (86-898) 68513514 Fax: (1-212) 7038702
Silicon Valley Branch Tel: (1-888) 8868168 Tianjin Branch Tel: (86-20) 59901302 Qingdao Branch Tel: (86-532) 68695010 Chengdu Branch Tel: (86-28) 67398001
Fax: (1-888) 8082168 Tel: (86-22) 59901301 Tel: (86-532) 68695000 Tel: (86-28) 67398000
www.junhe. com.
According to the notice of Mango Excellent Media Co.Ltd(300413) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders), the board of directors of your company has made a resolution on the convening of the general meeting of shareholders and notified the shareholders in the form of announcement 20 days before the meeting. The contents of the notice of the general meeting of shareholders in the notice of the general meeting of shareholders comply with the relevant provisions of the articles of association.
2. According to the verification of our lawyers, this general meeting of shareholders adopts the combination of on-site voting and online voting.
3. According to the verification of our lawyers, on May 19, 2022, your company passed the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting services to your shareholders. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
4. According to the witness of our lawyers, your company held the on-site meeting of the general meeting of shareholders at St. juffith Hotel, Changsha, Hunan Province on May 19, 2022, which was presided over by Chairman Zhang Huali.
5. According to the verification of our lawyers, the actual time, place and method of the shareholders' meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders' meeting and the matters submitted to the meeting for deliberation.
In conclusion, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association. 2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. According to the verification of our lawyers, there are 8 shareholders or shareholder representatives attending the on-site meeting of the general meeting of shareholders, representing 1281715530 voting shares of your company, accounting for 685145% of the total shares of your company. According to the register of shareholders sent by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, which indicates the names of the registered shareholders of your company as of the closing of the market on the afternoon of May 13, 2022, the above shareholders or their agents have the right to attend the general meeting of shareholders.
According to the verification of our lawyers, some directors, supervisors and senior managers of your company attended or attended the on-site meeting of the general meeting of shareholders.
2. According to the statistical table of online voting results of this shareholders' meeting sent by Shenzhen Securities Information Co., Ltd., your company has 64 shareholders participating in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, representing 182469210 voting shares of your company, accounting for 9.7540% of the total shares of your company.
3. A total of 69 minority shareholders ("minority shareholders" refer to the shareholders holding less than 5% of your company's shares, except the directors, supervisors, senior managers and the subjects under their control) and shareholder representatives of your company participated in the shareholders' meeting through on-site and online, representing 190047790 voting shares of your company, accounting for 101591% of the total shares of your company. Among them, there are 5 minority shareholders attending the on-site meeting, representing 7578580 voting shares of your company, accounting for 0.4051% of the total shares of your company; 64 minority shareholders participated in online voting, representing 182469210 voting shares of your company, accounting for 9.7540% of the total shares of your company.
4. According to the resolution of the 8th meeting of the 4th board of directors and the notice of shareholders' meeting, the board of directors of your company convened this shareholders' meeting.
In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders meet the relevant provisions of the rules of general meeting of shareholders and the articles of association. 3、 Voting procedures of the general meeting of shareholders
(I) according to the witness of our lawyers, the on-site meeting of the general meeting of shareholders adopted open ballot, and voted on the proposals listed in the agenda of the general meeting of shareholders. When the general meeting of shareholders votes on the proposal, the lawyers, shareholder representatives and supervisors of the exchange shall be jointly responsible for counting and supervising the votes.
(II) according to the counting of the voting results of the meeting by the shareholder representatives, supervisors and lawyers of the company and the statistical table of the online voting results of the general meeting of shareholders sent by Shenzhen Securities Information Co., Ltd., the general meeting of shareholders deliberated and adopted the proposals listed in the notice of general meeting of shareholders. The details are as follows:
1. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021;
Voting results: 1464128740 shares were approved, accounting for 999962% of the voting shares attending the general meeting of shareholders; Against 12700 shares, accounting for 0.0009% of the voting shares attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0030% of the voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders attending the meeting was 189991790 shares, accounting for 999705% of the voting shares of minority shareholders attending the general meeting of shareholders; Against 12700 shares, accounting for 0.0067% of the voting shares of minority shareholders attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0228% of the voting shares of minority shareholders attending the general meeting of shareholders.
2. Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
Voting results: 1464128740 shares were approved, accounting for 999962% of the voting shares attending the general meeting of shareholders; Against 12700 shares, accounting for 0.0009% of the voting shares attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0030% of the voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders attending the meeting was 189991790 shares, accounting for 999705% of the voting shares of minority shareholders attending the general meeting of shareholders; Against 12700 shares, accounting for 0.0067% of the voting shares of minority shareholders attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0228% of the voting shares of minority shareholders attending the general meeting of shareholders.
3. Deliberated and passed the proposal on the full text and summary of the company's 2021 annual report;
Voting results: 1464067480 shares were approved, accounting for 999920% of the voting shares attending the general meeting of shareholders; Against 73960 shares, accounting for 0.0051% of the voting shares attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0030% of the voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders attending the meeting was 189930530 shares, accounting for 999383% of the voting shares of minority shareholders attending the general meeting of shareholders; Against 73960 shares, accounting for 0.0389% of the voting shares of minority shareholders attending the general meeting of shareholders; 43300 shares were abstained, accounting for 0.0228% of the voting shares of minority shareholders attending the general meeting of shareholders.
4. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Voting results: 1464171640 shares were approved, accounting for 999991% of the voting shares attending the general meeting of shareholders; Against 13100 shares, accounting for the voting right to attend the shareholders' meeting
