Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Beijing Shiji Information Technology Co.Ltd(002153)
Legal opinion of 2021 annual general meeting
Kangda guhui Zi [2022] No. 0259 to: Beijing Shiji Information Technology Co.Ltd(002153)
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”), the Beijing Shiji Information Technology Co.Ltd(002153) articles of Association (hereinafter referred to as the “articles of association”) and the legal advisory agreement signed between Beijing Shiji Information Technology Co.Ltd(002153) (hereinafter referred to as the “company”) and Beijing Kangda law firm (hereinafter referred to as the “firm”), The lawyer of the firm is employed to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “this meeting” or “this general meeting of shareholders”) and issue this legal opinion.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The legal opinions issued by our lawyers are only based on the facts occurring or existing before the date of issuance of this legal opinion and our lawyers’ understanding of relevant laws, regulations and normative documents. In this legal opinion, our lawyers only express legal opinions after reviewing and witnessing the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting, and do not express opinions on the authenticity and accuracy of the contents of the proposal considered by the general meeting of shareholders and the facts and data involved in the proposal.
2. Our lawyers have issued legal opinions on the authenticity and legitimacy of this shareholders’ meeting in accordance with the requirements of the company law, the rules and the articles of association. There are no false, seriously misleading statements and major omissions in the legal opinions, otherwise they will bear corresponding legal responsibilities.
3. The lawyer of the firm agrees to make this legal opinion a necessary document for the company’s general meeting of shareholders, and shall be liable for the legal opinion issued by the firm according to law.
Affected by the pneumonia epidemic of novel coronavirus infection, our lawyers witnessed the shareholders’ meeting online. Our lawyers have checked and judged all documents and testimony related to the issuance of legal opinions, and hereby issue legal opinions as follows:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was convened by the board of directors of the company. According to the information disclosure newspapers and periodicals published in the company’s selected website (www.cn. Info. Com. CN.) According to the notice of Beijing Shiji Information Technology Co.Ltd(002153) on convening the 2021 annual general meeting of shareholders, the board of directors of the company issued the notice on convening the meeting on April 28, 2022.
It is verified that the board of directors of the company has notified all shareholders in the form of announcement 20 days before the convening of the general meeting of shareholders. According to the above announcement, the board of directors of the company has specified the time, place, attendees, deliberation items, registration methods and other contents of the meeting in the meeting notice. According to the relevant announcement issued by the company on cninfo.com, the company has fully disclosed the contents of all proposals in accordance with the relevant provisions of the company law, rules and articles of association.
(II) convening of this meeting
Witnessed by the lawyers of the firm, the on-site meeting of the general meeting of shareholders was held at 2:00 p.m. on May 19, 2022 in the conference room on the 6th floor of Yanbao building, building 2, No. 59 Yuquan Road, Shijingshan District, Beijing. The time and place of the meeting are in line with the contents of the notice, and the meeting is presided over by Chairman Li zhongchu.
The online voting of this meeting is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the system of Shenzhen stock exchange is 2022
9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on May 19, 2014; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 19, 2022.
Upon examination, our lawyers confirmed that the time, place and deliberation of this meeting were consistent with the contents of the announcement.
In conclusion, our lawyers believe that the convener qualification of this meeting is legal and valid. The convening and convening procedures of the meeting shall comply with the provisions of the company law, the rules and other relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending on-site meetings
According to the signature book and power of attorney of the personnel attending the on-site meeting, there are 2 shareholders, shareholder representatives and agents attending the on-site meeting to vote. They represent 2 shareholders, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their authorized representatives after the transaction is completed on the afternoon of May 13, 2022, representing 826700415 shares, accounting for 551296% of the total voting shares of the company.
According to the data provided by Shenzhen Securities Information Co., Ltd., 15 shareholders voted effectively through online voting, representing 56286279 voting shares of the company, accounting for 3.7535% of the total voting shares of the company. According to the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders, shareholder representatives and shareholder agents participated in the on-site and online voting of the general meeting of shareholders, representing 882986694 voting shares of the company, accounting for about 588832% of the total voting shares of the company.
Due to the needs of covid-19 epidemic prevention and control, some directors, supervisors, senior managers and witness lawyers of the company attended or attended the shareholders’ meeting on site or online.
After verification, our lawyers believe that the qualifications of the above personnel attending or attending the meeting are legal and valid.
3、 Matters considered at this meeting
According to the notice and announcement of this meeting issued by the board of directors, the proposals considered at this meeting are:
1. Full text and summary of 2021 annual report;
2. Work report of the board of directors in 2021;
3. Work report of the board of supervisors in 2021;
4. Proposal on profit distribution in 2021;
5. Financial statement report of 2021;
6. Proposal on the remuneration of senior managers of the company in 2021;
7. Proposal on the proposed renewal of accounting firm;
8. Proposal on the company’s use of idle self owned funds to purchase financial products.
Except for proposal 3, the above proposals have been deliberated and adopted at the sixth meeting of the seventh board of directors of the company; Except for proposal 2, the above proposals have been deliberated and adopted at the 21st Meeting of the seventh board of supervisors of the company.
The independent directors of the company submitted the 2021 annual report of independent directors to the board of directors and reported their work at the 2021 annual general meeting of shareholders.
After verification by the lawyers of the firm, the proposals considered at the general meeting of shareholders are consistent with the announcement of the board of directors and the board of supervisors, and there are no new proposals.
Our lawyers believe that the proposal of this shareholders’ meeting is in line with the provisions of the company law, rules and other laws, regulations, normative documents and the articles of association, and the proposal of this shareholders’ meeting is legal and effective.
4、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
At this meeting, the company voted on the matters listed in the notice and announcement by combining on-site written voting and online voting, monitored and counted the votes according to the procedures specified in the rules and the articles of association, and combined the voting results of on-site voting and online voting. Among them, the voting situation of small and medium-sized investors was counted separately. The proposal was voted on by written vote on the spot. Shenzhen Securities Information Co., Ltd. provided the company with the statistics of voting rights and voting results of online voting in this meeting. The matters discussed at this shareholders’ meeting do not involve matters that relevant shareholders, shareholders’ representatives or shareholders’ agents should avoid voting. (II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: 882103651 shares were approved, accounting for 999000% of the shares held by all shareholders attending the meeting; 824523 shares opposed, accounting for 0.0934% of the shares held by all shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0066% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 55403236 shares were agreed, accounting for 984312% of the shares held by minority shareholders attending the meeting; 824523 shares were opposed, accounting for 1.4649% of the shares held by minority shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1040% of the shares held by minority shareholders attending the meeting.
2. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 882103651 shares were approved, accounting for 999000% of the shares held by all shareholders attending the meeting; 824523 shares opposed, accounting for 0.0934% of the shares held by all shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0066% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 55403236 shares were agreed, accounting for 984312% of the shares held by minority shareholders attending the meeting; 824523 shares were opposed, accounting for 1.4649% of the shares held by minority shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1040% of the shares held by minority shareholders attending the meeting.
3. Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 882103651 shares were approved, accounting for 999000% of the shares held by all shareholders attending the meeting; 824523 shares opposed, accounting for 0.0934% of the shares held by all shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0066% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 55403236 shares were agreed, accounting for 984312% of the shares held by minority shareholders attending the meeting; 824523 shares were opposed, accounting for 1.4649% of the shares held by minority shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1040% of the shares held by minority shareholders attending the meeting.
4. Deliberated and passed the proposal on profit distribution in 2021
Voting results: 882986694 shares were approved, accounting for 1000000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the 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 shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 56286279 shares were agreed, accounting for 1000000% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% of the 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 shares held by minority shareholders attending the meeting.
5. Deliberated and adopted the financial final accounts report of 2021
Voting results: 882103651 shares were approved, accounting for 999000% of the shares held by all shareholders attending the meeting; 824523 shares opposed, accounting for 0.0934% of the shares held by all shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0066% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 55403236 shares were agreed, accounting for 984312% of the shares held by minority shareholders attending the meeting; 824523 shares were opposed, accounting for 1.4649% of the shares held by minority shareholders attending the meeting; 58520 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1040% of the shares held by minority shareholders attending the meeting.
6. Deliberated and passed the proposal on the remuneration of senior managers of the company in 2021
Voting results: 882985694 shares were approved, accounting for 999999% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 1000 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the shares held by all shareholders attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 56285279 shares were agreed, accounting for 999982% of the shares held by minority shareholders attending the meeting; 0 opposition shares, accounting for small and medium-sized shares attending the meeting
