About Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Legal opinion of 2021 annual general meeting
Gflgz [2022] No. a0299
To: Jilin University Zhengyuan Information Technologies Co.Ltd(003029) (your company)
Beijing Guofeng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of your company to appoint a lawyer to witness the relevant matters of your company’s 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting” or “the meeting”). Affected by the epidemic of pneumonia caused by novel coronavirus, our lawyers witnessed the shareholders’ meeting by video and issued this legal opinion.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission This legal opinion is issued in accordance with the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “practice measures”) and the articles of association of your company (hereinafter referred to as the “articles of association”).
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and 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 documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, this meeting was decided and convened by the 12th meeting of the 8th board of directors of your company. On April 26, 2022 and May 10, 2022, the board of directors of your company made statements in relevant designated media and Shenzhen Stock Exchange（ http://www.szse.cn. ）The notice of Jilin University Zhengyuan Information Technologies Co.Ltd(003029) on convening the 2021 annual general meeting of shareholders and the notice of Jilin University Zhengyuan Information Technologies Co.Ltd(003029) on adding interim proposals and supplementary notices to the 2021 annual general meeting of shareholders were publicly released. The notice specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, The shareholders who have the right to attend this meeting include the date of equity registration, registration method, contact address, contact person and other matters, list the matters to be considered at this meeting, and fully disclose the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 14:00 on May 20, 2022 in the conference room of the company headquarters on the 15th floor, block a, Qile Hui, No. 399, BOCAI Road, high tech Zone, Changchun.
The voting time of the voting platform of the trading system of Shenzhen Stock Exchange adopted at this meeting is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022; The voting time through the Internet voting platform of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 20, 2022. Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, the statistical results of online voting fed back by Shenzhen Securities Information Co., Ltd., the register of shareholders as of the equity registration date of the meeting, and verified and confirmed by your company and our lawyers, a total of 28 shareholders (shareholder agents) voted on-site and online at the meeting, representing 95768659 shares, Accounting for 513780% of the total shares of your company. In addition to the shareholders (shareholder agents) of your company, the directors, supervisors and senior managers of your company also attended and attended the on-site meeting of this meeting. The handling lawyer of the firm witnessed the shareholders’ meeting by video.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualification of the above shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company’s announced meeting notice. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. Voted and adopted the work report of the board of directors in 2021;
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
The board of supervisors passed the 2021 annual work report;
Voting results: 95745659 shares were approved, accounting for 999760% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; 3600 shares abstained, accounting for 0.0038% of the total number of valid voting shares attending the meeting.
3. The annual report for 2021 and its summary were adopted by vote;
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
4. The financial final accounts report of 2021 was adopted by voting;
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
5. Voted and approved the profit distribution plan for 2021;
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
6. The proposal on the remuneration of the company’s senior managers (including the chairman of the board) in 2021 was voted and passed; Voting results: 28495000 shares were approved, accounting for 999088% of the total number of valid voting shares attending the meeting; 24400 opposition shares, accounting for 0.0856% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0056% of the total number of valid voting shares attending the meeting. Related shareholders have avoided voting.
7. The proposal on adjusting the internal investment structure and implementation progress of projects invested with raised funds and increasing the main body of project implementation was voted and adopted;
Voting results: 95744659 shares were approved, accounting for 999749% of the total number of valid voting shares attending the meeting; 22400 opposition shares, accounting for 0.0234% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
8. The proposal on repurchase and cancellation of some restricted shares was adopted by voting;
Voting results: 95748759 shares were approved, accounting for 999792% of the total number of valid voting shares attending the meeting; 18300 opposition shares, accounting for 0.0191% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
9. The proposal on increasing business scope and amending some articles of the articles of association was voted and passed; Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
At 10.00, the proposal on revising some management systems of the company was passed;
10.01 rules of procedure of general meeting of shareholders
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.02 rules of procedure of the board of directors
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.03 related party transaction management system
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.04 external guarantee management system
Voting results: 95742659 shares were approved, accounting for 999729% of the total number of valid voting shares attending the meeting; 22400 opposition shares, accounting for 0.0234% of the total number of valid voting shares attending the meeting; 3600 shares abstained, accounting for 0.0038% of the total number of valid voting shares attending the meeting.
10.05 foreign investment management system
Voting results: 95742659 shares were approved, accounting for 999729% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; 6600 shares abstained, accounting for 0.0069% of the total number of valid voting shares attending the meeting.
10.06 profit distribution management system
Voting results: 95745659 shares were approved, accounting for 999760% of the total number of valid voting shares attending the meeting; 21400 opposition shares, accounting for 0.0223% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.07 management system of raised funds
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.08 working system of independent directors
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
10.09 commitment management system
Voting results: 95747659 shares were approved, accounting for 999781% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; Abstained 1600 shares, accounting for 0.0017% of the total number of valid voting shares attending the meeting.
11. The proposal on electing Mr. Zhang Peng as a non independent director of the eighth board of directors of the company was adopted by voting;
Voting results: 95742659 shares were approved, accounting for 999729% of the total number of valid voting shares attending the meeting; Against 19400 shares, accounting for 0.0203% of the total number of valid voting shares attending the meeting; 6600 shares abstained, accounting for 0.0069% of the total number of valid voting shares attending the meeting.
The lawyers of the firm, the two shareholders’ representatives elected on site and the supervisor’s representative are jointly responsible for vote counting and supervision. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. Among them, your company has separately counted the votes of small and medium-sized investors and disclosed the voting results for the relevant proposals on major issues affecting the interests of small and medium-sized investors.
After verification, the above-mentioned proposals 8-9 have been adopted by more than two-thirds of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting. Other proposals have been approved by more than half of the effective voting rights held by the shareholders (shareholders’ agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, and the qualifications of the convener and participants of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective.
