Taihe Thai law firm
Notice on the first extraordinary general meeting of shareholders of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. in 2022
Legal opinion
16-17 / F, Palm Springs International Center, 199 middle section of Tianfu Avenue, high tech Zone, Chengdu, 610041, China
16-17/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
Hi-Tech District, Chengdu 610041, China
Tel: 86-28-8662 5656 Fax: 86-28-8525 6335
Website: www.tahota.com com.
Beijing | Chengdu | Chongqing | Guiyang | Jinan | Kunming | Lhasa | Tianjin | Shenzhen | Shanghai | Taiyuan | Xi’an | Hong Kong | Washington
Beijing | Chengdu | Chongqing | Guiyang | Jinan | Kunming | Lhasa | tianjin | shenzhen | Shanghai | taiyuan | xian
Hong Kong | Washington
Taihe Thai law firm
About Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Legal opinion of the first extraordinary general meeting of shareholders in 2022 to: Digital China Group Co.Ltd(000034) Information Services Co., Ltd
Taihetai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as “the company”), 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) and other relevant laws, regulations and normative documents, as well as the articles of association of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as the articles of association) and other relevant provisions, issue legal opinions on relevant matters of the general meeting of shareholders.
Matters declared by our lawyer
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 In order to issue this legal opinion, our lawyers attended the first extraordinary general meeting of the company in 2022 and reviewed the documents related to the general meeting provided by the company, including but not limited to:
(I) announcement on the resolution of the fourth extraordinary meeting of the eighth board of directors in 2021;
(II) independent opinions on matters related to the fourth extraordinary meeting of the eighth board of directors in 2021 (III) announcement on the resolution of the second extraordinary meeting of the eighth board of supervisors in 2021;
(IV) Notice on convening the first extraordinary general meeting of shareholders in 2022;
(V) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022;
(VI) other meeting materials related to the general meeting of shareholders.
The company guarantees that the above documents provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions, and that if the documents are copies, they are consistent with the original, and if the documents are copies, they are consistent with the original.
3、 The lawyer of the firm agrees that the board of directors of the company will take this legal opinion as the announcement material of the company’s general meeting of shareholders and announce it together with other documents to be announced.
4、 This legal opinion is only issued on the relevant legal matters involved in the company’s general meeting of shareholders. In addition, this legal opinion shall not be used for any other purpose without the consent of the exchange.
Based on the above statement, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the convening of the meeting, whether the convening procedures comply with relevant regulations, whether the qualifications of the participants and conveners are legal and effective, and whether the voting procedures and voting results of the meeting are legal and effective:
The first part is the main body
1、 Convening and convening procedures of this general meeting of shareholders
(I) the fourth extraordinary meeting of the eighth board of directors in 2021 formed an effective resolution on convening the general meeting of shareholders on December 30, 2021, which was published in the securities times and cninfo (www.cn. Info. Com. CN) on December 31, 2021 The notice of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2021-096) (hereinafter referred to as the notice) was published on the website.
(II) the shareholders’ meeting is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Tuesday, January 18, 2022 in conference room 1 (East Gate of Xiangshan Park), century Jinyuan Xiangshan Business Hotel, No. 59, beizhenghuang banner, Haidian District, Beijing. The shareholders’ meeting of the company conducted online voting through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is January 18, 2022, 9:15-9:25, 9:30-11:30 and 13:00-15:00; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for voting is any time from 9:15 on January 18, 2022 to 15:00 on January 18, 2022.
After verification, the time and method of the company’s meeting notice and the content of the notice comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association. The actual time, place, method and content of the general meeting of shareholders are consistent with the notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law, the securities law, the rules of general meeting of shareholders and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. 2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the meeting
(I) qualification of the convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the 8th board of directors of the company.
After verification, our lawyers believe that the qualification of the convener of the general meeting of shareholders meets the relevant provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and is legal and effective.
(II) qualification of participants
As of the equity registration date of this general meeting of shareholders, the total share capital of the company is 980136128 shares. After deducting 12864476 shares repurchased, the total number of voting shares is 967271652.
1. A total of 17 shareholders and their proxies attended the on-site meeting and online voting of the general meeting of shareholders, representing 471405813 shares, accounting for 48.7356% of the total voting shares of the company. Among them: (1) there are 5 shareholders and shareholder agents attending the on-site meeting, representing 402982687 shares, accounting for 41.6618% of the total voting shares of the company; (2) According to the statistical results of online voting provided to the company by the online voting system of Shenzhen Stock Exchange after the online voting of this meeting, there are 12 shareholders voting through the online voting system, representing 68423126 shares, accounting for 7.0738% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the online voting system and Internet voting system of Shenzhen Stock Exchange.
2. In addition to the lawyers of the firm and the shareholders of the company, the personnel attending the shareholders’ meeting also include relevant directors, supervisors, senior managers and other relevant personnel of the company.
After verification, our lawyers believe that the qualifications of the participants in this meeting meet the relevant laws, regulations, normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association, and are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
1. The general meeting of shareholders adopted a combination of on-site voting and online voting to vote on the six proposals specified in the notice, and did not shelve or refuse to vote for any reason.
2. The shareholders participating in the on-site meeting of the general meeting of shareholders elected two shareholder representatives to count and monitor the votes of the on-site meeting together with the lawyers and supervisor representatives of the firm. Shareholders participating in online voting voted on the proposals of the general meeting of shareholders through the system of Shenzhen Stock Exchange and the Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting of the general meeting of shareholders.
(II) voting results
Combined with the voting results of the on-site meeting and online voting results of the general meeting of shareholders, the voting results of the general meeting of shareholders are as follows:
1. General election of non independent directors of the ninth board of directors
1.01 the proposal on electing Mr. Guo Wei as a director of the ninth board of directors of the company was deliberated and passed by ordinary resolution
Category consent
Number of shares (shares) in the total number of valid voting shares attending the meeting overall voting
406,599,379 86.2525％
agree
Proportion of the number of voting shares (shares) of small and medium-sized investors in the total number of valid voting shares of small and medium-sized investors attending the meeting
17,059,269 99.2408％
1.02 the proposal on electing Mr. Fei Jianjiang as a director of the ninth board of directors of the company was deliberated and adopted by ordinary resolution
Category consent
Number of shares (shares) in the total number of valid voting shares attending the meeting overall voting
406,599,381 86.2525％
agree
Proportion of the number of voting shares (shares) of small and medium-sized investors in the total number of valid voting shares of small and medium-sized investors attending the meeting
17,059,271 99.2409％
1.03 the proposal on electing Mr. Li Hongchun as a director of the ninth board of directors of the company was deliberated and adopted by ordinary resolution
Category consent
Overall voting situation proportion of the number of shares (shares) in the total number of valid voting shares attending the meeting
406,599,378 86.2525％
agree
Number of voting shares (shares) of small and medium-sized investors in the effective voting shares of small and medium-sized investors attending the meeting
