34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
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Beijing Jingtian Gongcheng law firm
About Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815)
Legal opinion of 2021 annual general meeting of shareholders
To: Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815)
Entrusted by Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815) (hereinafter referred to as “the company”), Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) held by the company at 14:00 p.m. on May 20, 2022 in the conference room on the fourth floor of the company, Rouyuan Town, Shapotou District, Zhongwei City, Ningxia, And in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies and other Chinese laws, regulations and other normative documents (hereinafter referred to as “Chinese laws and regulations”) and the Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815) articles of Association (hereinafter referred to as “the articles of association”), on the convening and convening procedures, the qualifications of participants, the qualifications of conveners This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the documents related to the shareholders’ meeting provided by the company, including but not limited to the resolutions of the 23rd Meeting of the 8th board of directors, the 12th meeting of the 8th board of supervisors, the announcement published according to the above resolutions and the notice on convening the shareholders’ meeting, and listened to the statements and explanations of the company and relevant personnel on relevant facts, Attended the shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The bourse agrees that the company will announce this legal opinion as a necessary document of the general meeting of shareholders, and take responsibility for the legal opinion issued in accordance with the law. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The 23rd Meeting of the 8th board of directors of the company deliberated and adopted the resolution of convening the general meeting of shareholders on April 26, 2022, and posted it on cninfo.com.cn on April 28, 2022 And other information disclosure media published the notice of Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815) on convening the 2021 annual general meeting of shareholders.
The above announcement specifies the session of the general meeting of shareholders, convener, legality and compliance of the meeting, date and time of the meeting, method of holding the meeting, equity registration date, participants, place of the meeting, matters to be considered at the meeting, proposal code, method of meeting registration, registration time, place of registration and place of delivery of power of attorney, contact information of the meeting, specific operation process of participating in online voting, etc, It also explains that shareholders have the right to attend the shareholders’ meeting in person or entrust agents in writing, and the agents entrusted by shareholders need not be shareholders of the company.
There are 15 proposals in this shareholders’ meeting, They are the full text and summary of the company’s 2021 annual report, the work report of the company’s 2021 annual board of directors, the work report of the company’s 2021 annual board of supervisors, the company’s 2021 annual financial work report, the company’s 2021 annual profit distribution and provident fund to share capital plan, the proposal on the prediction of the company’s daily connected transactions in 2022, and the renewal of Dahua Certified Public Accountants (special general partnership) Proposal for the company’s financial audit institution in 2022, proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2022, proposal on applying for the comprehensive bank credit line in 2022, proposal on the prediction of the guarantee line in 2022, proposal on Amending the articles of association and proposal on Amending the rules of procedure of the board of directors of the company Proposal on Amending the rules of procedure of the company’s general meeting of shareholders, proposal on formulating the company’s measures for the administration of external donations, and proposal on Amending the company’s measures for the administration of guarantees. The above proposal or the main contents of the proposal have been announced on April 28, 2022.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the announcement, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders’ representatives (including shareholders and / or shareholders’ agents, the same below) attending the on-site meeting of the general meeting of shareholders, one Shareholder Representative (representing two shareholders), representing 224131048 shares, accounting for 32.24% of the total voting shares of the company. After verification, the exchange believes that the qualification of shareholders’ representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
27 shareholders voted online, representing 42163634 voting shares, accounting for 6.0644% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Small and medium-sized investors voting at the general meeting of shareholders
A total of 26 small and medium-sized investors participated in the shareholders’ meeting, representing 32038155 voting shares, accounting for 4.61% of the total voting shares of the company.
3. Other personnel attending and attending the on-site meeting of the general meeting of shareholders as nonvoting delegates
After verification, in order to implement the covid-19 pneumonia epidemic prevention and control measures, in addition to the shareholders’ representatives, according to the provisions of the notice on several measures to support the real economy (SZS [2022] No. 439) of Shenzhen Stock Exchange, the directors, supervisors and Secretary of the board of directors of the company attended the shareholders’ meeting on site or video, and other senior managers of the company and lawyers of the company attended the on-site meeting of the shareholders’ meeting on site or video.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of this general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. The shareholder representatives considered all the proposals of the general meeting of shareholders and voted item by item.
2. Online voting
The online voting of this shareholders’ meeting adopts the trading system of Shenzhen Stock Exchange and the Internet voting system. Shareholders participate in online voting through the trading system of Shenzhen Stock Exchange. The specific time is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; Shareholders through Shenzhen Securities Exchange
E-House Internet voting system will participate in online voting at any time from 9:15 to 15:00 on May 20, 2022.
After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of the online voting of the general meeting of shareholders.
3. Voting results
The on-site voting shall be monitored according to the procedures specified in the articles of association.
The company announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting on the spot.
All proposals of this general meeting of shareholders have been effectively voted by the representatives of voting shareholders (including shareholders’ proxies) participating in the on-site meeting and online voting, as follows:
(1) Proposal 1 the full text and summary of the company’s 2021 annual report is an ordinary resolution. After being approved by more than half of the effective voting rights held by the shareholders attending the shareholders’ meeting, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to the proposal with 31876755 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(2) Proposal 2 work report of the board of directors of the company in 2021 is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to the proposal with 31876655 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(3) Proposal 3 the work report of the board of supervisors of the company in 2021 is an ordinary resolution. After being approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to the proposal with 31876855 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(4) Proposal 4 the company’s 2021 annual financial work report is an ordinary resolution. After being approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, this proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 31874355 shares, accounting for 99.49% of the effective voting rights held by the minority shareholders attending the meeting.
(5) Proposal 5 “the company’s 2021 annual profit distribution and plan for converting reserve fund into share capital” is a special resolution, which must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. This proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 13346314 shares, accounting for 41.66% of the effective voting rights held by the minority shareholders attending the meeting.
(6) Proposal 6 “proposal on the prediction of the company’s daily related party transactions in 2022” is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the related shareholders withdraw from voting. This proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 31876755 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(7) Proposal 7 “proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022” is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal is 22547593 shares, Accounting for 70.38% of the effective voting rights held by minority shareholders attending the meeting.
(8) Proposal 8 “proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2022” is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, this proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal is 28083871 shares, The valid voting rights held by minority shareholders accounted for 66.87%.
(9) Proposal 9 “proposal on applying for comprehensive bank credit line in 2022” is an ordinary resolution. After being approved by more than half of the effective voting rights held by the shareholders attending the shareholders’ meeting, the proposal is voted by non cumulative voting. Among them, the number of minority shareholders attending the meeting agreeing to the proposal is 30355455 shares, accounting for 94.75% of the effective voting rights held by the minority shareholders attending the meeting.
(10) Proposal 10 proposal on the prediction of the guarantee amount in 2022 is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to the proposal by 31874555 shares, accounting for 99.49% of the effective voting rights held by the minority shareholders attending the meeting.
(11) Proposal 11 the proposal on Amending the articles of association is a special resolution, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting. The proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 31876755 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(12) Proposal 12 “proposal on Amending the rules of procedure of the board of directors” is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 31876855 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(13) Proposal 13 proposal on Amending the rules of procedure of the general meeting of shareholders of the company is an ordinary resolution. After being approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 31876855 shares, accounting for 99.50% of the effective voting rights held by the minority shareholders attending the meeting.
(14) Proposal 14 proposal on the formulation of the company’s measures for the administration of external donations is an ordinary resolution. After more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders, the proposal is voted by non cumulative voting. Among them, the minority shareholders attending the meeting agreed to vote on the proposal was 21610077 shares, accounting for 67.45% of the effective voting rights held by the minority shareholders attending the meeting.
(15) Proposal 15 on Amending the company guarantee
