11-12 / F, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12F., Taiping finance tower, No. 6001 Yitian Road, Shenzhen, P.R. China Tel.: (0755) 88265288 fax.: (0755) 88265537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Ygsoft Inc(002063)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi [2022] No. 016 to: Ygsoft Inc(002063)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepted the entrustment of Ygsoft Inc(002063) (hereinafter referred to as “your company”), appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “this general meeting of shareholders”) and carried out necessary verification work. 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 the articles of association of your company, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby review the convening and convening procedures of this general meeting of shareholders The following legal opinions on the qualifications, voting procedures and voting results of the participants and conveners of the meeting. 1、 On the convening and convening of this general meeting of shareholders
On December 30, 2021, the board of directors of your company（ http://www.cn.info.com.cn. ）The notice of Ygsoft Inc(002063) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website. At 10 a.m. on January 25, 2022, the on-site meeting of your company’s general meeting of shareholders was held as scheduled in the conference room of Ygsoft Inc(002063) Park, No. 3, Keji 1st Road, Gangwan Avenue, Zhuhai, Guangdong Province, in accordance with the above announcement. This general meeting of shareholders adopts the combination of on-site voting and online voting. Your company provides shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for shareholders to vote online through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 25, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 25, 2022.
After verification by Xinda lawyer, the convening and convening procedures of this general meeting of shareholders comply with the company law, the rules of general meeting of shareholders, the articles of association and other relevant provisions.
2、 About the qualifications of the personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
A total of 12 shareholders and their entrusted agents attended the on-site meeting of the general meeting of shareholders, holding 144795128 shares of your company, accounting for 10.9446% of the total voting shares of your company.
It is verified by Xinda’s lawyer that the above shareholders and their entrusted agents attend the on-site meeting of the general meeting of shareholders and exercise their voting rights legally and effectively.
According to the data provided by Shenzhen Stock Exchange, there are 20 shareholders who effectively voted through the trading system and Internet voting system of Shenzhen Stock Exchange, holding 267090994 shares of your company, accounting for 20.1885% of the total voting shares of your company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Stock Exchange.
According to the inspection, 17 shareholders (hereinafter referred to as “small and medium-sized investors”) and entrusted agents (network and on-site) other than the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares alone or in total, held 15907835 shares of your company, accounting for 1.2024% of the total shares of your company.
2. Other personnel attending the general meeting of shareholders
Other persons attending the on-site meeting of the general meeting of shareholders are the directors, supervisors, senior managers and Xinda lawyers of your company.
Xinda lawyer believes that the above-mentioned persons are qualified to attend the general meeting of shareholders.
3. Convener of this shareholders’ meeting
Verified by Xinda lawyer, the convener of this general meeting of shareholders is the board of directors of your company.
Xinda lawyer believes that the qualification of the convener of this general meeting of shareholders is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
Verified by Xinda lawyer, the on-site meeting of the general meeting of shareholders adopts the method of open ballot for on-site voting, and counts and monitors the votes according to the procedures specified in the rules of the general meeting of shareholders and the articles of association. Among them, proposal 3 is a special resolution. According to the online voting data of this meeting provided by Shenzhen Stock Exchange to your company, your company combined and counted the voting results of on-site voting and online voting, announced the voting results on the spot, and deliberated and adopted the following proposals:
1. Proposal on estimating the amount of daily connected transactions in 2022
20631599 shares were approved, accounting for 99.9603% of the total number of valid voting shares attending the meeting; 6620 opposition shares, accounting for 0.0321% of the total number of valid voting shares attending the meeting; 1568 shares abstained, accounting for 0.0076% of the total number of valid voting shares attending the meeting. This proposal is a related party transaction proposal. The related shareholders State Grid e-commerce Co., Ltd. Gd Power Development Co.Ltd(600795) , Mr. Chen Lihao and Mr. Huang Xiaohua have avoided voting, and the number of voting shares held by them is not included in the total number of voting shares held by shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors is: 15899647 shares are agreed, accounting for 99.9485% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 6620 shares, accounting for 0.0416% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 1568 shares were abstained, accounting for 0.0099% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2. Proposal on re employment of audit institutions
411826254 shares were approved, accounting for 99.9855% of the total number of valid voting shares attending the meeting; Against 58300 shares, accounting for 0.0142% of the total number of valid voting shares attending the meeting; 1568 shares abstained, accounting for 0.0004% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 15847967 shares are agreed, accounting for 99.6237% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 58300 shares, accounting for 0.3665% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 1568 shares were abstained, accounting for 0.0099% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3. Proposal on Amending the articles of Association
411878182 shares were approved, accounting for 99.9981% of the total number of valid voting shares attending the meeting; 7940 opposition shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 15899895 shares are agreed, accounting for 99.9501% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 7940 shares, accounting for 0.0499% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The minutes of the general meeting of shareholders were signed by the directors, supervisors, meeting moderator and meeting recorder attending the general meeting of shareholders. The shareholders and entrusted agents attending the general meeting of shareholders did not raise objections to the voting results. Xinda lawyer believes that the voting procedures of this general meeting of shareholders comply with relevant laws and regulations and the articles of association of your company, and the voting results are legal and valid.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of your company comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, the qualifications of the participants and conveners of the meeting are valid, and the voting procedures and voting results are legal and valid.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Ygsoft Inc(002063) 2022 (Xinda Hui Zi [2022] No. 016))
Person in charge: Signature lawyer:
Lin Xiaochun Lin Xiaochun
Hero&Miki
January 25, 2002
This page is the signature page
