Han Kun Law Offices
about
Qingcloud Technologies Corp(688316)
2021 annual general meeting
of
Legal opinion
Han Kun (Zheng) Zi [2022] No. 288742-o-2-3
100738, floor 9, block C1, Oriental Plaza, No. 1 East Chang’an Street, Beijing, China
Tel: (86 10) 85255500; Fax: (86 10) 85255511 / 85255522
Beijing \uf095 Shanghai \uf095 Shenzhen \uf095 Haikou \uf095 Hong Kong
www.hankunlaw. com.
Han Kun Law Offices
On Qingcloud Technologies Corp(688316) 2021 annual general meeting of shareholders
Legal opinion
HanKun (Zheng) Zi [2022] No. 288742-o-2-3 to: Qingcloud Technologies Corp(688316)
Beijing HanKun law firm (hereinafter referred to as “the firm”) accepts the entrustment of Qingcloud Technologies Corp(688316) (hereinafter referred to as ” Qingcloud Technologies Corp(688316) ” or “the company”) to appoint its lawyers to attend the 2021 annual general meeting of the company (hereinafter referred to as “the general meeting of shareholders”) for legal testimony. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China and other relevant laws, regulations and normative documents, as well as the provisions of the Qingcloud Technologies Corp(688316) articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the exchange conducted the convening and convening procedures, the qualifications of participants, the qualifications of conveners and the voting procedures of the general meeting of shareholders This legal opinion is issued for voting results and other matters.
In order to issue this legal opinion, our lawyers reviewed the matters involved in Qingcloud Technologies Corp(688316) this shareholders’ meeting, consulted relevant meeting documents, and conducted necessary verification and verification on relevant matters.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms and the facts that have occurred or exist before the issuance date of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of Qingcloud Technologies Corp(688316) this general meeting of shareholders, announce it together with other meeting documents, and bear corresponding responsibilities for this legal opinion according to law.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of this shareholders’ meeting, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue this legal opinion as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The company held the 21st Meeting of the first board of directors on April 26, 2022, deliberated and adopted the proposal on proposing to hold the 2021 annual general meeting of shareholders of the company, and decided to hold the on-site meeting of the general meeting of shareholders at 14:30 p.m. on May 23, 2022 and on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 28, 2022 And the notice of Qingcloud Technologies Corp(688316) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) published on China Securities Journal, securities times, securities daily and Shanghai Securities News (hereinafter referred to as the “designated information disclosure media”), which specifies the time, place, convener, attendees, deliberation proposals, registration methods and other matters of the general meeting of shareholders.
After Huang Yunsong, a shareholder holding 14.14% of the company’s shares, put forward an interim proposal and deliberated at the 22nd Meeting of the first board of directors and the 16th meeting of the first board of supervisors, the company announced Qingcloud Technologies Corp(688316) on the designated information disclosure media on May 12, 2022, The proposal on the election of non independent directors of the second session of the board of directors, the proposal on the election of independent directors of the second session of the board of directors and the proposal on the election of non employee representative supervisors of the second session of the board of supervisors were added and submitted to the general meeting of shareholders for deliberation; Other matters in the notice of meeting remain unchanged.
On May 19, 2022, the board of directors of the company announced Qingcloud Technologies Corp(688316) the suggestive announcement on relevant precautions for attending the 2021 annual general meeting of shareholders during epidemic prevention and control on the designated information disclosure media. The announcement stated that in order to actively cooperate with the city’s epidemic prevention and control work, strictly implement the relevant requirements of epidemic prevention and control work, protect the health of shareholders, shareholder agents and other participants, and protect the legitimate rights and interests of shareholders according to law, it is recommended that shareholders give priority to participating in the meeting through online voting. At the same time, communication meetings will be added to this general meeting of shareholders. In addition to the above adjustments, the convening time, equity registration date and deliberation items of the general meeting of shareholders have not changed. (II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 23, 2022 in the conference room on the 7th floor of building 16, yard 36, Chuangyuan Road, Chaoyang District, Beijing as scheduled, and the communication meeting mode was added. The on-site meeting of the general meeting of shareholders was presided over by Chairman Huang Yunsong.
The shareholders’ meeting was held by combining on-site voting and online voting. The online voting time is May 23, 2022. The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform 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 platform is 9:15-15:00 on the day of the shareholders’ meeting.
After verification by the lawyers of the firm, the board of directors of the company convened the general meeting of shareholders in accordance with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, and fully disclosed the time and place of the general meeting, the convener, participants, deliberation proposals, meeting registration methods and other matters in the designated information disclosure media within the specified time limit. The actual time The location and other matters are consistent with those disclosed in the notice of the general meeting of shareholders.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are in line with the provisions of the company law and other laws, regulations, normative documents and the articles of association. 2、 Qualifications of conveners and attendees of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of the company law and other laws, regulations, normative documents and the articles of association on the qualification of conveners.
The general meeting of shareholders adopts the combination of on-site voting and online voting. According to the verification of the account registration certificate, power of attorney and personal identity certificate submitted by the on-site attendants of the general meeting of shareholders, and according to the statistical results of online voting provided by Shanghai Stock Exchange Information Network Co., Ltd. to Qingcloud Technologies Corp(688316) after the conclusion of the general meeting of shareholders, a total of 15 shareholders (including shareholder agents) participated in the general meeting of shareholders through on-site voting and online voting, The number of voting shares represented 28460191 shares, accounting for 599639% of the total voting shares of the company.
Since the qualification of online voting shareholders is verified by the trading system of Shanghai Stock Exchange when they vote online, our lawyers are unable to verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws, administrative regulations and the articles of association, our lawyers believe that the qualifications of personnel attending the general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association.
In addition to the shareholders of the company, the directors, supervisors, senior managers and lawyers of the company attended the shareholders’ meeting on site or by communication. 3、 Proposal of the general meeting of shareholders
The following proposals were considered at the shareholders’ meeting:
1. Proposal on the company’s 2021 annual report and its summary
2. Proposal on the work report of the board of directors in 2021
3. Proposal on the work report of the board of supervisors in 2021
4. Proposal on the company’s 2021 annual financial statement report
5. Proposal on the company’s 2022 annual financial budget report
6. Proposal on work report of independent directors in 2021
7. Proposal on the company’s profit distribution plan in 2021
8. Proposal on reappointment of the company’s audit institution in 2022
9. Proposal on Directors’ remuneration scheme in 2022
10. Proposal on the remuneration scheme of supervisors in 2022
11. Proposal on changing the registered address of the company, amending the articles of association and handling the change registration
12. Proposal on Amending the rules of procedure of the general meeting of shareholders and other company systems
12.01 rules of procedure for Qingcloud Technologies Corp(688316) shareholders’ meeting
12.02 rules of procedure of Qingcloud Technologies Corp(688316) board of directors
12.03 working system of Qingcloud Technologies Corp(688316) independent directors
12.04 administrative measures for the use of Qingcloud Technologies Corp(688316) raised funds
13. Proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
14. Proposal on the general election of non independent directors of the second board of directors
14.01 election of Mr. Huang Yunsong as a non independent director of the second board of directors
14.02 election of Mr. Gan Quan as a non independent director of the second board of directors
14.03 election of Mr. Lin Yuan as a non independent director of the second board of directors
14.04 election of Mr. Cui Tianshu as a non independent director of the second board of directors
14.05 election of Ms. Li Ping as a non independent director of the second board of directors
14.06 election of Mr. Wu Tingbin as a non independent director of the second board of directors
14.07 election of Mr. Zhang Ren as a non independent director of the second board of directors
15. Proposal on the election of independent directors of the second board of directors
15.01 election of Ms. Ren Ying as an independent director of the second board of directors
15.02 election of Mr. Zhao Weigang as an independent director of the second board of directors
15.03 election of Mr. Li Xing as an independent director of the second board of directors
15.04 election of Mr. He Xiqiong as an independent director of the second board of directors
16. Proposal on the election of non employee representative supervisors of the second session of the board of supervisors
16.01 election of Mr. Zhao Ming as non employee representative supervisor of the second board of supervisors
16.02 election of Mr. Ji Yu as non employee representative supervisor of the second board of supervisors
The lawyers of the firm believe that the proposals of the general meeting of shareholders belong to the scope of powers of the general meeting of shareholders. The proposals actually considered by the general meeting of shareholders of the company are consistent with the contents of the meeting notice, and the proposals considered are consistent with the provisions of the company law, other laws, regulations, normative documents and the articles of association. 4、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders deliberated on the proposals listed in the notice of the general meeting of shareholders, and voted in a combination of on-site voting and online voting. The scrutineers and tellers jointly monitored and counted the on-site voting. In accordance with the articles of association and the rules of procedure of the general meeting of shareholders, The proposal on changing the registered address of the company, amending the articles of association and handling the change registration and the proposal on submitting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including entrusted agents) attending the general meeting of shareholders; On the deliberation of proposals: proposal on the company’s profit distribution plan for 2021, proposal on the renewal of the company’s audit institution for 2022, proposal on the remuneration scheme of directors in 2022, proposal on matters related to requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures, and proposal on the general election of non independent directors of the second board of directors The proposal on the election of independent directors of the second session of the board of directors carries out separate vote counting for small and medium-sized investors.
Witnessed by our lawyers, this general meeting of shareholders adopts a combination of on-site voting and online voting. According to the company’s consolidated statistics of the voting results of on-site voting and online voting, the voting results of the proposal considered at the shareholders’ meeting are as follows:
1. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
Voting results: 26085284 shares were approved, accounting for 916553% of the effective voting rights held by shareholders attending the general meeting of shareholders; The number of dissenting shares is 1800, accounting for 0.0063% of the effective voting rights held by shareholders attending the general meeting of shareholders; The number of abstained shares was 2373107, accounting for 8.3384% of the effective voting rights held by shareholders attending the general meeting of shareholders.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: 26085284 shares were approved, accounting for 916553% of the effective voting rights held by shareholders attending the general meeting of shareholders; The number of dissenting shares is 1800, accounting for 0.0063% of the effective voting rights held by shareholders attending the general meeting of shareholders; The number of abstained shares was 2373107, accounting for the total number of shares attending the general meeting of shareholders
