Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 010-50867666 Fax: 010-65527227
Website / we lawyer: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Beijing Starneto Technology Co.Ltd(002829)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0033 to: Beijing Starneto Technology Co.Ltd(002829)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Beijing Starneto Technology Co.Ltd(002829) (hereinafter referred to as “the company”) and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”).
According to 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 (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 the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Beijing Starneto Technology Co.Ltd(002829) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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, as well as the facts that have occurred or exist before the issuance date of this legal opinion, 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.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the resolution of the 10th meeting of the 4th board of directors of the company.
According to the announcement of Beijing Starneto Technology Co.Ltd(002829) on convening the company’s first extraordinary general meeting of shareholders in 2022 issued on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 14:30 p.m. on January 24, 2022 in the conference room on the 6th floor of Building 1, yard 6, KEGU Second Street, Beijing Economic and Technological Development Zone (the intersection of Kechuang 14th Street and cuijiayao Middle Road, Yizhuang Development Zone). It was presided over by Mr. Chi Jiasheng, chairman of the board.
The online voting time of this meeting is January 24, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is the trading time of January 24, 2022, i.e. 9:15-9:25; 9: 30-11:30 and 13:00-15:00. The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15-15:00 on January 24, 2022. In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 10 shareholders and shareholders’ agents attended the meeting, representing 69333144 shares with voting rights, accounting for 44.8221% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, there are 4 shareholders and their agents attending the on-site meeting, and 68342844 shares representing the company with voting rights, Accounting for 44.1819% of the total voting shares of the company.
The owner of the above shares is the registered shareholder of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon of January 17, 2022.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 6 shareholders participated in the online voting of this meeting, and 990300 shares representing the voting shares of the company, accounting for 0.6402% of the total voting shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, a total of 8 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing 1102800 voting shares of the company, accounting for 0.7129% of the total voting shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include some directors, supervisors, senior managers of the company and lawyers of the firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares
The voting result of the proposal is: 69080244 shares agree, accounting for 99.6352% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 252900 shares opposed, accounting for 0.3648% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of the shareholders of small and medium-sized investors on the proposal were: 849900 shares agreed, accounting for 77.0675% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 252900 shares opposed, accounting for 22.9325% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
2. The proposal on the company’s non-public offering of A-Shares in 2022 (1) types and par value of issued shares was deliberated and adopted one by one
The voting result of the proposal is: 69080244 shares agree, accounting for 99.6352% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 252900 shares opposed, accounting for 0.3648% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of the shareholders of small and medium-sized investors on the proposal were: 849900 shares agreed, accounting for 77.0675% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 252900 shares opposed, accounting for 22.9325% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
(2) Issuing method and time
The voting result of the proposal is: 69080244 shares agree, accounting for 99.6352% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 252900 shares opposed, accounting for 0.3648% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of the shareholders of small and medium-sized investors on the proposal were: 849900 shares agreed, accounting for 77.0675% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 252900 shares opposed, accounting for 22.9325% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
(3) Distribution object
The voting result of the proposal is: 69080244 shares agree, accounting for 99.6352% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 252900 shares opposed, accounting for 0.3648% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of the shareholders of small and medium-sized investors on the proposal were: 849900 shares agreed, accounting for 77.0675% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 252900 shares opposed, accounting for 22.9325% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders and their agents attending the general meeting of shareholders.
(4) Subscription method
The voting result of the proposal is: 69080244 shares agree, accounting for 99.6352% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 252900 shares opposed, accounting for 0.3648% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of the shareholders of small and medium-sized investors on the proposal were: 849900 shares agreed, accounting for 77.0675% of the total voting shares held by the shareholders of small and medium-sized investors attending the meeting; 252900 shares opposed, accounting for 22.9325% of the total voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% of the total voting shares held by minority investor shareholders attending the meeting.
This proposal is a special resolution, which has been voted by the shareholders and their proxies attending the general meeting of shareholders
