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About Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280)
Legal opinion of 2021 annual general meeting
To: Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280)
Entrusted by Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) (hereinafter referred to as "the company"), Beijing JUNHE law firm, 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 for the general meeting of shareholders") and other laws, regulations and rules, as well as the relevant provisions of Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) articles of Association (hereinafter referred to as "the articles of association"), This legal opinion is issued on matters related to the 2021 annual general meeting of shareholders of your company (hereinafter referred to as "the general meeting of shareholders").
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of this shareholders' meeting. No one shall use it for any other purpose without the written consent of the exchange.
For the purpose of issuing this legal opinion, we appointed lawyers to attend the shareholders' meeting of your company by video, and checked and verified the documents and facts related to the shareholders' meeting provided by your company in accordance with the provisions and requirements of relevant laws and regulations and the recognized business standards, ethics and diligence spirit of the lawyer industry. On this basis, the exchange has issued the following legal opinions on the facts occurring on and before the date of issuance of the legal opinion:
1、 On the convening and convening of this general meeting of shareholders
(I) in accordance with the resolution of the fourth meeting of the sixth board of directors of your company and the decision of Shenzhen on April 29, 2022
Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) about holding 2021 meeting published on the website of Shenzhen Stock Exchange
The contents of the notice of the general meeting of shareholders in the notice of the general meeting of shareholders comply with the relevant provisions of the articles of association.
(II) according to the verification of our lawyers, this general meeting of shareholders is held by combining on-site voting and online voting.
(III) according to the verification of our lawyers, your company has provided online voting services to your shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Among them, the voting time through the trading system of Shenzhen stock exchange is the trading time period on the day of the shareholders' meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on the day of the shareholders' meeting.
(IV) witnessed by our lawyers, your company held the on-site meeting of the general meeting of shareholders in the conference room on the 18th floor of Xintu building, No. 451, Internet of things street, Binjiang District, Hangzhou, Zhejiang Province at 14:30 p.m. on May 20, 2022. The general meeting of shareholders was jointly elected by more than half of the directors and presided over by director Zhang Kaiping.
(V) witnessed by the lawyers of the firm, the actual time, place and method of the on-site meeting of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of the general meeting of shareholders and the matters submitted to the meeting for deliberation.
In conclusion, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) witnessed by our lawyers, 5 shareholders or shareholder agents attended the on-site meeting of the general meeting of shareholders, holding 391280524 shares of your company, accounting for 179721% of the total shares of your company.
According to the "register of shareholders" of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, which shows the names of the registered shareholders of your company as of the closing of the market on the afternoon of May 13, 2022, the above shareholders or shareholders' agents have the right to attend the general meeting of shareholders.
According to the verification of our lawyers, the above shareholders attended the shareholders' meeting in person or by proxy. According to the verification of our lawyers, some directors, supervisors and senior managers of your company attended or attended the shareholders' meeting as nonvoting delegates.
(II) according to the online voting information provided by Shenzhen Securities Information Co., Ltd., 37 shareholders participated in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 3969000 voting shares of your company, accounting for 0.1823% of the total shares of your company.
(III) according to the resolution of the fourth meeting of the sixth board of directors and the notice of the general meeting of shareholders, the board of directors of your company convened the general meeting of shareholders.
In conclusion, the qualification of shareholders who participate in online voting through the trading system and Internet voting system of Shenzhen stock exchange is certified by the online voting system of the general meeting of shareholders of listed companies. The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener of the general meeting of shareholders comply with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures of the general meeting of shareholders
(I) according to the witness of our lawyers, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on the proposals listed in the notice of general meeting of shareholders.
(II) when the proposal is voted at the on-site meeting of the general meeting of shareholders, the lawyers, shareholder representatives and supervisors of the exchange shall be jointly responsible for counting and supervising the votes, and counting the voting results of the on-site meeting.
(III) according to the on-site voting results of your company's shareholder representatives, supervisors and our lawyers, as well as the online voting results of your company's 2021 annual general meeting of shareholders according to the statistics of Shenzhen Securities Information Co., Ltd., the voting results of on-site voting and online voting are combined for the proposals deliberated at this general meeting of shareholders. This general meeting of shareholders voted and approved the following proposals through the combination of on-site voting and online voting:
1. Deliberated and adopted the 2021 annual report and summary
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares (including online voting, the same below); 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
2. Deliberated and adopted the 2021 annual work report of the board of directors
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
3. Deliberated and adopted the 2021 annual work report of the board of supervisors
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
4. Deliberated and adopted the financial final accounts report of 2021
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
5. Deliberated and approved the profit distribution plan for 2021
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
Among them, the voting situation of the minority shareholders attending the meeting who hold less than 5% of the shares of your company (excluding directors, supervisors, senior managers and their affiliates and shareholders who individually or jointly hold more than 5% of the shares of the company, the exchange does not know whether there is an association relationship between the minority shareholders or the persons acting in concert in accordance with the provisions of the measures for the administration of the acquisition of listed companies, the same below): 8536300 shares in favor, Accounting for 809381% of the total voting shares held by minority shareholders attending the meeting; 2010400 shares opposed, accounting for 190619% of the total voting shares held by minority shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
6. Deliberated and adopted the self-evaluation report on internal control in 2021
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
Among them, the voting situation of minority shareholders who hold less than 5% of your company's shares at the meeting: 8536300 shares are in favor, accounting for 809381% of the total voting shares held by minority shareholders at the meeting; 2010400 shares opposed, accounting for 190619% of the total voting shares held by minority shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
7. Deliberated and passed the proposal on renewing the appointment of accounting firms
Voting: 393239124 shares were in favor, accounting for 994914% of the voting shares attending the meeting; 2010400 shares opposed, accounting for 0.5086% of the voting shares attending the meeting; 0 shares abstained, accounting for 0% of the voting shares attending the meeting.
Among them, the voting situation of minority shareholders who hold less than 5% of your company's shares at the meeting: 8536300 shares are in favor, accounting for 809381% of the total voting shares held by minority shareholders at the meeting; 2010400 shares opposed, accounting for 190619% of the total voting shares held by minority shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
According to the verification of our lawyers, the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, as well as the voting procedures of this general meeting of shareholders of your company comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws and regulations and the articles of association, and the resolutions of the general meeting of shareholders made thereby are legal and effective. The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company in accordance with relevant regulations. (no text below)
(there is no text on this page, which is the signature page of legal opinion of Beijing JUNHE law firm on Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 2021 annual general meeting of shareholders)
Head of Beijing JUNHE law firm: Hua Xiaojun witness lawyer: Shen Jian witness lawyer: Dong Weiqi May 20, 2022