Beijing zhonglunwende (Hangzhou) law firm
about
Tianjin Futong Information Science&Technology Co.Ltd(000836)
Of the 2021 annual general meeting
Legal opinion
Beijing zhonglunwende (Hangzhou) law firm
Address of qianfushan Century Center: 1301, Xiaojiang District, Hangzhou
Tel: 057183685215 Fax: 057183685215 zip code: 311200
Beijing zhonglunwende (Hangzhou) law firm
About Tianjin Futong Information Science&Technology Co.Ltd(000836)
Of the 2021 annual general meeting
Legal opinion
To: Tianjin Futong Information Science&Technology Co.Ltd(000836)
Beijing zhonglunwende (Hangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Tianjin Futong Information Science&Technology Co.Ltd(000836) (hereinafter referred to as “the company”) to appoint lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”). The lawyers of the firm, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative legal documents, as well as the provisions of Tianjin Futong Information Science&Technology Co.Ltd(000836) articles of Association (hereinafter referred to as the “articles of association”) on the convening procedures, the qualifications of participants, the qualifications of conveners This legal opinion is issued for voting procedures, voting results and other related matters.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and facts of the shareholders’ meeting, and now give the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the shareholders’ meeting was convened by the resolution of the 39th meeting of the eighth board of directors of the company.
(II) on April 28, 2022, the board of directors of the company published in China Securities Journal, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice of Tianjin Futong Information Science&Technology Co.Ltd(000836) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the meeting) was published on the legal information disclosure media of the company. The notice of the meeting specifies the specific time and place of the shareholders’ meeting, the matters submitted to the meeting for deliberation, the participants, the registration method of the meeting and the date of equity registration.
(III) the general meeting of shareholders is held by combining online voting and on-site voting.
The online voting time of this shareholders’ meeting is: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 1:00 ~ 3:00 p.m. on May 20, 2022. The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 3:00 p.m. on May 20, 2022.
After verification, the time of online voting is consistent with the time of announcement.
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 2:30 p.m. on May 20, 2022 in the conference room on the first floor of the company, No. 10 Rongyuan Road, Huayuan Industrial Park, Tianjin. The meeting was presided over by Mr. Xu Dong, chairman of the company.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 The qualification of the shareholders’ meeting, the attendees and the convener
(I) the convener of this shareholders’ meeting is the 8th board of directors of the company.
(II) according to the notice of the meeting, as of the afternoon closing of May 16, 2022 (equity registration date), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(III) after verification, a total of 29 shareholders and shareholders’ agents attended the general meeting of shareholders through on-site and online, representing 247238695 shares with voting rights of the company, accounting for 204591% of the total voting shares of the company. Of which:
1. Qualification of personnel attending the on-site meeting of the general meeting of shareholders
After verification, 9 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 155577079 shares of the company, accounting for 128740% of the total voting shares of the company.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and their agents attending the shareholders’ meeting, our lawyers believe that the shareholders and their agents attending the on-site meeting of the shareholders’ meeting have legal and effective qualifications and comply with the provisions of laws, regulations, normative documents and the articles of Association.
2. Qualification of shareholders to participate in the general meeting of shareholders through online voting
According to the information provided by Shenzhen Securities Information Co., Ltd. and confirmed by the company, during the online voting time, a total of 20 shareholders effectively voted through the network, representing 91661616 shares of the company, accounting for 7.5850% of the total voting shares of the company. The qualifications of the above shareholders who participate in the general meeting of shareholders of the company through online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Minority investors and shareholders attending the meeting
A total of 26 small and medium-sized investor shareholders participated in the shareholders’ meeting through on-site and online, representing 10871156 voting shares of the company, accounting for 0.8996% of the total voting shares of the company.
(III) after verification, some directors, supervisors, senior managers and witness lawyers hired by the company attended and attended the meeting as nonvoting delegates.
To sum up, our lawyers believe that the qualifications of the convener, participants and non voting participants of the general meeting of shareholders are in line with relevant laws, regulations and the articles of association.
3、 Deliberation contents of this shareholders’ meeting
On April 28, 2022, the board of directors of the company published the announcement of the resolution of the 39th meeting of the eighth board of directors and the meeting notice of convening the shareholders’ meeting on the information disclosure website cninfo designated by the CSRC. The board of directors of the company fully disclosed the specific contents of all proposals submitted to the shareholders’ meeting for deliberation.
The specific proposals are as follows:
1. Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
3. 2021 annual financial statement of the company
4. Annual report and summary of the company in 2021
5. 2021 annual profit distribution plan of the company
6. Proposal on re employment of accounting firm
After verification, the shareholders’ meeting reviewed the proposals listed in the meeting notice, did not modify the original meeting agenda and put forward new proposals, and did not vote on the matters not listed in the announcement of convening the shareholders’ meeting; The content and form of the proposal comply with the provisions of the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
(I) on site voting and voting
The on-site meeting of the general meeting of shareholders voted on the proposal by open ballot in accordance with the voting procedures specified in laws, regulations and the articles of association. The meeting counted and monitored votes in accordance with the rules of the general meeting of shareholders of listed companies and the articles of association, and announced the voting results of the on-site meeting on the spot under the supervision of our lawyers.
(II) online voting and voting
Assuming that the qualifications of shareholders and shareholders’ agents participating in online voting comply with the provisions of relevant laws and regulations and the articles of association, our lawyers believe that the online voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and the announcement, voting methods and statistics of voting results of online voting are legal and effective.
(III) voting results
After the online voting of this shareholders’ meeting, the company consolidated statistics and announced the voting results of on-site voting and online voting on the spot (hereinafter referred to as “overall voting results”). The overall voting results and the voting results of small and medium-sized investors are as follows:
Overall voting results of the proposal
Agree against abstention
Account for the attendance account for the attendance order of the meeting there is a meeting there is a meeting number proposal name agree (share) voting right objection (share) voting right abstention voting right total shares (share) Proportion of total number of cases (%)
1 work report of the board of directors of the company in 202124424269598788229960001.2118 0
2 work report of the board of supervisors 24460489598934726338001.0653 0 in 2021
3. Financial statements of the company in 202124467269598962125660001.0379 0
4. Annual 24467269598962125660001.0379 0 report and summary of the company in 2021
5. Profit distribution plan of the company for 2021: 24417489598760830638001.2392 0
6 proposal on renewing the appointment of accounting firm 24515649599157820822000842200
Voting results of minority shareholders of the proposal
I agree against the waiver
Name of proposal No. 1: Yes (shares) in attendance, no (shares) in attendance, abstention in attendance in the meeting (shares in the meeting)
Small investment (small investment) the proportion of the proportion of the total number of voting shares of small investors who have statements and the proportion of the total number of voting shares （%） （%） （%）
1 work report of the board of directors of the company in 2021787515672440829960 Beijing Aosaikang Pharmaceutical Co.Ltd(002755) 92 0
2 work report of the board of supervisors of the company in 2021823735675772626338 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 74 0
3. Financial accounting report of the company in 2021: 830515676396325660 Shanxi Tond Chemical Co.Ltd(002360) 37 0
