About Guochuang Software Co.Ltd(300520)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Tly 2022 No. 107 to: Guochuang Software Co.Ltd(300520)
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 (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 Guochuang Software Co.Ltd(300520) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, Entrusted by Guochuang Software Co.Ltd(300520) (hereinafter referred to as “the company”), Anhui Tianhe law firm appointed lawyers Wang Xiaodong and Yang Fan (hereinafter referred to as “Tianhe lawyer”) to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witnessed relevant matters of the general meeting of shareholders and issued legal opinions.
This legal opinion is issued by lawyer Tianhe based on his understanding of the facts of the shareholders’ meeting and the current laws, regulations and normative documents in China.
Lawyer Tianhe agrees to announce this legal opinion as a legally necessary document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued according to law.
In accordance with the requirements of the relevant provisions of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, lawyer Tianhe expressed the following opinions on the convening, convening, qualification of participants, voting procedures and other relevant legal issues of the general meeting of shareholders:
1、 On the convening of the general meeting of shareholders, the convening procedures and the qualifications of the convener
(I) after verification, according to the resolution of the 28th meeting of the third board of directors, the company was on cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 was published.
(II) the on-site meeting of the general meeting of shareholders was held in the conference room of the company at 14:30 p.m. on January 26, 2022. The general meeting of shareholders was convened by the board of directors of the company and presided over by Mr. Dong Yongdong, chairman of the board of directors.
(III) the online voting time of this general meeting of shareholders is January 26, 2022. Among them, through Shenzhen
The specific time of online voting in the trading system of the stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 26, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 26, 2022.
Lawyer Tianhe believes that the convening and convening procedures of the general meeting of shareholders comply with Chinese laws and regulations, the rules of the general meeting of shareholders and the articles of association, and the qualification of the convener of the meeting is legal and valid.
2、 About the qualifications of the people attending the general meeting of shareholders
The shareholders’ meeting adopts the combination of on-site voting and online voting. The participants at the shareholders’ meeting are:
(I) there are 14 shareholders and their proxies attending the on-site meeting of the general meeting of shareholders, and shareholders voting through the Internet, representing 107786143 shares of the company, accounting for 44.1953% of the total shares of the company, including:
1. Six shareholders and shareholder agents attended the on-site meeting, representing 107208843 shares of the company, accounting for 43.9586% of the total shares of the company. They are all registered shareholders of the company in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on the afternoon of January 20, 2022. All shareholders present in person have presented their own identity documents and shareholding certificates. In addition to the above-mentioned documents, shareholders’ agents present also have issued power of attorney and identity certificates of agents.
2. Eight shareholders participated in the meeting through online voting, representing 577300 shares of the company, accounting for 0.2367% of the total shares of the company. The identity of shareholders participating in online voting has been certified by the system of Shenzhen Stock Exchange.
(II) directors, supervisors and senior managers of the company.
(III) lawyer Tianhe.
It is verified that the above-mentioned persons’ participation in the general meeting of shareholders complies with the provisions of laws, regulations, rules of the general meeting of shareholders and the articles of association, and their participation qualifications are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
After verification by lawyer Tianhe, the proposal included in the notice was considered at the general meeting of shareholders of the company, and the on-site and online voting was conducted by open ballot.
(I) voting procedure
1. Verified by our lawyers, the voting shareholders and shareholders’ agents attending the shareholders’ meeting voted on the proposals listed in the announcement by open ballot.
2. Shareholders participating in online voting through Shenzhen securities trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）, vote on the proposals listed in the announcement by open ballot according to the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting. After the voting, the company consolidated and counted the voting results of on-site voting and online voting.
3. In order to respect the interests of minority shareholders and improve the participation of minority shareholders in major matters decided by the general meeting of shareholders of the company, the general meeting of shareholders adopts separate vote counting of minority shareholders when considering relevant proposals.
It is verified that the voting procedures, voting methods and counting methods of on-site voting and online voting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) voting results
After verification, 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 each proposal, and the proposals listed in the announcement were voted and passed by the general meeting of shareholders. The proposals deliberated and adopted at this shareholders’ meeting are:
1. The proposal on signing the investment agreement for the construction project of R & D and production integration base of intelligent network connection and intelligent energy system was deliberated and adopted.
The voting result of the proposal is: 107755743 shares are approved, accounting for 99.9718% of the total voting shares held by shareholders attending the general meeting of shareholders; Against 30400 shares, accounting for 0.0282% of the total voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares.
Separate vote counting of small and medium-sized investors: 5151484 shares were agreed, accounting for 99.4133% of the voting shares of small and medium-sized shareholders attending the meeting; Against 30400 shares, accounting for 0.5867% of the voting shares of minority shareholders attending the meeting; Abstain 0 shares.
2. The proposal on changing the business scope of the company was deliberated and adopted.
The voting result of the proposal is: 107755743 shares are approved, accounting for 99.9718% of the total voting shares held by shareholders attending the general meeting of shareholders; Against 30400 shares, accounting for 0.0282% of the total voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares.
3. The proposal on Amending the articles of association was deliberated and adopted.
The voting result of the proposal is: 107755743 shares are approved, accounting for 99.9718% of the total voting shares held by shareholders attending the general meeting of shareholders; Against 30400 shares, accounting for 0.0282% of the total voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares.
4、 Concluding observations
Based on the above facts, lawyer Tianhe believes that the convening and convening of the company’s first extraordinary general meeting of shareholders in 2022, the qualifications of participants and conveners, voting procedures and voting results and other related matters comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of Association, and the resolutions of the general meeting of shareholders are legal and effective.
(no text below)
(this page is the signature page of the legal opinion of the first extraordinary general meeting of shareholders in Guochuang Software Co.Ltd(300520) 2022, without text) this legal opinion was signed and sealed in Hefei, Anhui Province on January 26, 2022.
One original and one copy of this legal opinion.
Head of Anhui Tianhe law firm: Lu Xianrong
Handling lawyer: Wang Xiaodong
Yang Fan
