Beijing Hairun Tianrui law firm
About Jin Tong Ling Technology Group Co.Ltd(300091)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jin Tong Ling Technology Group Co.Ltd(300091)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) accepts the entrustment of Jin Tong Ling Technology Group Co.Ltd(300091) (hereinafter referred to as “the company”) and appoints its lawyers to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting” or “the general meeting”) held by the company at 15:00 p.m. on Monday, January 24, 2022. In view of the nationwide need to fight the pneumonia epidemic caused by New Coronavirus, in order to cooperate with the epidemic prevention and control work, the lawyers appointed by the Institute witnessed the general meeting of shareholders through video, and whether the procedures for convening and holding the shareholders’ meeting were lawful, compliance and whether they were in accordance with the articles of association. Necessary verification and verification have been carried out on the qualification of participants and the legality and effectiveness of the voting procedures of the general meeting of shareholders.
On the basis of the above verification and verification, the exchange, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company 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”) The provisions of the measures for the administration of securities legal business of law firms (hereinafter referred to as the “measures for the administration of securities legal business”), the rules for the practice of securities legal business of law firms (for Trial Implementation), and other laws, administrative regulations, departmental rules, normative documents, as well as the Jin Tong Ling Technology Group Co.Ltd(300091) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued in accordance with the law.
In order to issue this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that there are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of the company’s current general meeting of shareholders. The exchange agrees to announce this legal opinion together with other information disclosure materials of the company’s current general meeting of shareholders.
In accordance with the requirements of the measures for the administration of securities legal business and the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm and its lawyers have issued the following legal opinions on the convening, convening procedures, qualification of participants, voting procedures and other relevant matters of the company’s general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
After verification by our lawyers, the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the fifth meeting of the Fifth Board of directors of the company on January 7, 2022. On January 8, 2022, the board of directors of the company issued a notice of convening the general meeting of shareholders to all shareholders in the form of announcement, which made a detailed description of the time, place, qualification of participants, deliberations and other contents of the general meeting of shareholders. The above announcement has been published on the website of Shenzhen Stock Exchange and http://www.cn.info.com.cn.
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company passes the trading system and Internet voting system of Shenzhen Stock Exchange (wltp. CN. Info. Com. CN.) Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time. The same share can only choose one of on-site voting or online voting. In case of repeated voting of the same voting right, the first voting result shall prevail. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on January 24, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on January 24, 2022.
According to the notice of the above announcement, the on-site meeting of the general meeting of shareholders was held at 15:00 on January 24, 2022 in the conference room on the seventh floor, No. 135, Zhongxiu Middle Road, Nantong City, Jiangsu Province. Zhang Jianhua, chairman of the company, presided over the shareholders’ meeting.
After verification by the lawyers of the exchange, the time, place and content of the shareholders’ meeting are consistent with those contained in the meeting notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
After verification by our lawyers, this shareholders’ meeting was decided by the fifth meeting of the Fifth Board of directors of the company, and the announcement notice was issued. The convener of this shareholders’ meeting is the board of directors of the company.
According to the verification of our lawyers, 12 shareholders (including shareholders’ agents) attended the on-site meeting of the general meeting of shareholders, holding (or representing) 629747639 shares of the company, accounting for 42.2887% of the total voting shares of the company. Verified by the lawyer, all shareholders (including shareholder agents) attending the general meeting of shareholders have valid supporting documents.
According to the statistical results of online voting of the first extraordinary general meeting of shareholders in Jin Tong Ling Technology Group Co.Ltd(300091) 2022 issued by Shenzhen Securities Information Co., Ltd., a total of 12 shareholders participated in the online voting of the general meeting of shareholders, representing 9958895 shares of the company, accounting for 0.6688% of the total voting shares of the company. The qualification of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
The directors, supervisors and Secretary of the board of directors of the company also attended the shareholders’ meeting; Some senior managers of the company attended the shareholders’ meeting as nonvoting delegates.
The lawyer believes that the convener of the general meeting of shareholders and the persons attending the general meeting of shareholders meet the qualifications specified in the company law, the rules of general meeting of shareholders and the articles of association, and have the right to attend the general meeting of shareholders. 3、 Matters to be considered at this general meeting
The following proposals were considered at the shareholders’ meeting:
1. Proposal on selling part of equity of joint stock companies
2. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters on the sale of part of the equity of the participating company
3. Proposal on financial leasing credit and related party transactions
After verification by our lawyers, the matters considered at this shareholders’ meeting are completely consistent with those listed in the notice on convening this shareholders’ meeting announced by the board of directors.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting method
According to the video witness, the voting of the shareholders’ meeting was conducted in accordance with the voting procedures specified in laws, regulations and the articles of association, by combining on-site voting and online voting, and the proposals listed in the notice on convening the shareholders’ meeting announced by the board of directors were voted.
When voting, the same share can only choose one of the voting methods of on-site voting, voting on the trading system of Shenzhen Stock Exchange or voting on the Internet voting system, and cannot vote repeatedly. In case of repeated voting, the first valid voting result shall prevail. (II) voting procedure
After verification, the shareholders attending the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice by on-site written voting. Two shareholder representatives and one supervisor elected by the on-site meeting of the general meeting of shareholders jointly counted and monitored the on-site voting, and announced the on-site voting results on the spot.
Online voting is conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. After the online voting, Shenzhen Stock Exchange Information Network Co., Ltd. provided the company with the statistics of this online voting.
(III) voting results
The shareholders’ meeting did not vote on matters not listed in the meeting notice. Witnessed by video, our lawyers confirmed the voting results as follows:
1. Deliberated and passed the proposal on selling part of equity of participating companies
Voting: 638493534 shares were approved, accounting for 99.9886% of the total number of valid voting shares attending the meeting; 73000 opposition shares, accounting for 0.0114% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 11206995 shares were agreed, accounting for 99.3528% of the shares held by small and medium-sized investors attending the meeting; Against 73000 shares, accounting for 0.6472% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result: the related shareholders have avoided voting and obtained more than 1 / 2 of the total number of effective voting shares. The general meeting adopted this proposal.
2. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters on the sale of part of the equity of the participating company was deliberated and adopted
Voting: 638493534 shares were approved, accounting for 99.9886% of the total number of valid voting shares attending the meeting; 73000 opposition shares, accounting for 0.0114% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 11206995 shares were agreed, accounting for 99.3528% of the shares held by small and medium-sized investors attending the meeting; Against 73000 shares, accounting for 0.6472% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result: the related shareholders have avoided voting and obtained more than 1 / 2 of the total number of effective voting shares. The general meeting adopted this proposal.
3. Deliberated and passed the proposal on financial leasing credit and related party transactions
Voting: 12307913 shares were approved, accounting for 89.9569% of the total number of valid voting shares attending the meeting; 1374100 opposition shares, accounting for 10.0431% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting of small and medium-sized investors: 9905895 shares were agreed, accounting for 87.8183% of the shares held by small and medium-sized investors attending the meeting; 1374100 shares were opposed, accounting for 12.1817% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the shares held by minority shareholders attending the meeting.
Voting result: the related shareholders have avoided voting and obtained more than 1 / 2 of the total number of effective voting shares. The general meeting adopted this proposal.
The lawyer of the firm believes that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
Our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the voting procedures and voting results of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders, the articles of association and other laws and regulations, and the resolutions adopted at the general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate with the same legal effect.
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Person in charge: (signature) handling lawyer: (signature)
Yan kebing: Wang Shuying: Tong Ziqian: mm / DD / yy
