about
Wasu Media Holding Co.Ltd(000156)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
T&C Law Firm
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T&C Law Firm
About Wasu Media Holding Co.Ltd(000156)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
No.: tcyjs2022h0029 to: Wasu Media Holding Co.Ltd(000156)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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") and other laws, regulations and other relevant normative documents issued by the China Securities Regulatory Commission, Zhejiang Tiance law firm (hereinafter referred to as "the firm") accepts the entrustment of Wasu Media Holding Co.Ltd(000156) (hereinafter referred to as " Wasu Media Holding Co.Ltd(000156) " or "the company") to appoint Lawyer Zhang Sheng and lawyer Fu Xiaoning to attend the first extraordinary general meeting of shareholders in Wasu Media Holding Co.Ltd(000156) 2022 and issue this legal opinion.
This legal opinion is only for the purpose of the first extraordinary general meeting of shareholders in Wasu Media Holding Co.Ltd(000156) 2022. Our lawyer agrees to announce this legal opinion together with Wasu Media Holding Co.Ltd(000156) other information disclosure materials of this shareholders' meeting.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and relevant documents involved in the Wasu Media Holding Co.Ltd(000156) general meeting of shareholders, and attended the first extraordinary general meeting of shareholders in Wasu Media Holding Co.Ltd(000156) 2022. Now they issue the following legal opinions:
1、 Procedures for convening and convening the general meeting of shareholders
(I) upon the verification of our lawyers, Wasu Media Holding Co.Ltd(000156) This shareholders' meeting was proposed and convened by the board of directors. The notice of convening this shareholders' meeting was announced on Shanghai Securities News, Securities Daily, China Securities News, securities times and cninfo online on December 30, 2021.
According to the agenda of the shareholders' meeting, the topics proposed for consideration at the shareholders' meeting are:
1. Proposal on changing some investment projects with raised funds;
2. Proposal on guarantee provided by Zhejiang Huashu, a holding subsidiary, to its wholly-owned subsidiary.
(II) the meeting adopts the combination of on-site voting and online voting. According to the notice of the meeting, the on-site part of the meeting will be held at 15:00 on January 14, 2022; The venue is 210, block a, Huashu digital TV Industrial Park, No. 79, Tianma Road, Binjiang District, Hangzhou, Zhejiang Province. The time for 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 January 14, 2022; Vote through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The time is 9:15-15:00 on January 14, 2022.
The above issues and related matters have been listed and disclosed in the notice and announcement of the general meeting of shareholders.
The general meeting of shareholders was held in accordance with the time, place, methods of attending the meeting and procedures announced, and in accordance with laws and regulations and the Wasu Media Holding Co.Ltd(000156) articles of Association (hereinafter referred to as the "articles of association"). 2、 Qualification of attendees of the general meeting of shareholders
According to the company law, the securities law, the articles of association and the notice of the shareholders' meeting, the persons attending the shareholders' meeting are:
1. As of the equity registration date, shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents after the closing of the market on the afternoon of January 7, 2022;
2. Directors, supervisors and senior managers of the company;
3. A lawyer employed by the company.
After the Secretariat of the general meeting and the lawyers of the exchange checked the attendance certificates, there were 9 shareholders and authorized representatives attending the general meeting, representing 1006959676 shares, accounting for 54.3441% of the total shares with effective voting rights of Wasu Media Holding Co.Ltd(000156) . Of which:
A total of 2 Shareholders and authorized representatives attended the on-site meeting of the general meeting of shareholders, representing 678377841 shares, accounting for 36.6110% of the total shares with effective voting rights of Wasu Media Holding Co.Ltd(000156) .
There are 7 shareholders voting through the network, representing 328581835 shares, accounting for 17.7331% of the total shares with effective voting rights.
The lawyers of the firm believe that Wasu Media Holding Co.Ltd(000156) shareholders and shareholders' agents attending the meeting meet the requirements of relevant laws, regulations, normative documents and the articles of association, and have the right to review and vote on the proposals of the meeting. 3、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the topics discussed at the meeting by open ballot in accordance with the voting procedures specified in laws, regulations and the articles of association, monitored the votes in accordance with the procedures specified in the articles of association, and announced the voting results on the spot. The shareholders and their proxies present at the meeting raised no objection to the voting results.
According to the voting results, all proposals of this meeting have been approved by the general meeting of shareholders. The minutes and resolutions of the meeting shall be signed by the directors of the company attending the meeting.
The voting procedures of this general meeting of shareholders are legal and effective. 4、 Concluding observations
In conclusion, our lawyers believe that Wasu Media Holding Co.Ltd(000156) the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of Association; The voting result is legal and valid.
(this page is the signature page of tcyjs2022h0029 legal opinion on Wasu Media Holding Co.Ltd(000156) the first extraordinary general meeting of shareholders in 2022)
This legal opinion is issued on January 14, 2002.
This legal opinion is made in three originals without copies.
T&C Law Firm
Person in charge: Zhang Jingzhong
Attorney in charge: Zhang Sheng
Signature:
Attorney in charge: Fu Xiaoning
Signature:
