Legal Opinion on the 2022 Annual Shareholders' Meeting of Beijing Tengxin Innovation Network Marketing Technology Co., Ltd.
Beijing Zhendan Law Firm (hereinafter referred to as "this firm") has been entrusted by Beijing Tengxin Innovation Network Marketing Technology Co., Ltd. (hereinafter referred to as "the Company") to appoint a lawyer (hereinafter referred to as "this lawyer") to witness the Company's 2022 Annual Shareholders' Meeting (hereinafter referred to as "this Shareholders' Meeting"). According to the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), and the Rules for Shareholders' Meetings of Listed Companies (2022 Revision) issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), as well as the current effective Articles of Association of Beijing Tengxin Innovation Network Marketing Technology Co., Ltd. (hereinafter referred to as "Articles of Association"), this lawyer attended the Shareholders' Meeting via remote video to witness relevant matters and issue this legal opinion.
To issue this legal opinion, this lawyer reviewed the following documents, among others:
- The current effective Articles of Association of the Company;
- The announcement of the resolution of the second meeting of the fifth Supervisory Board published by the Company on April 28, 2023, on the designated information disclosure website of the China Securities Regulatory Commission;
- The announcement of the resolution of the second meeting of the fifth Board of Directors published by the Company on April 28, 2023, on the designated information disclosure website of the China Securities Regulatory Commission;
- The independent opinion of the independent directors regarding the second meeting of the fifth Board of Directors published by the Company on April 28, 2023;
- The notice of the 2022 Annual Shareholders' Meeting published by the Company on April 28, 2023;
- Announcements published by the Company from April 28 to May 11, 2023;
- The shareholder register as of the close of trading on May 15, 2023, and the attendance records and credentials of shareholders attending the meeting;
- Voting data provided by Shenzhen Securities Information Co., Ltd.
The Company has assured this lawyer that it has disclosed all facts that could affect the issuance of this legal opinion and provided all original written materials, copies, letters of commitment, or certificates required by this lawyer for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the Company to this lawyer are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this lawyer only expresses opinions on the convening, holding procedures, qualifications of attendees, qualifications of the convener, voting procedures, and whether the voting results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association, and does not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness and accuracy of the facts or data expressed in such proposals. This lawyer only expresses opinions based on current effective laws and regulations in China.
This lawyer has strictly fulfilled statutory duties, adhered to the principles of diligence and good faith, and conducted sufficient verification of the relevant matters of the Company's Shareholders' Meeting, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed in this legal opinion are legal and accurate, with no false records, misleading statements, or significant omissions, and assumes corresponding legal responsibilities.
This legal opinion is solely for the purpose of the Company for this Shareholders' Meeting. This lawyer agrees to use this legal opinion as part of the announcement materials for this Shareholders' Meeting, to be submitted along with other meeting documents to relevant institutions for announcement. Except for this, without the consent of this lawyer, this legal opinion shall not be used by any other person for any other purpose.