Guohao law firm (Shanghai)
about
Shanghai Guao Electronic Technology Co.Ltd(300551)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai, China zip code: 200041
Tel: (8621) 5234-1668 Fax: (8621) 5243-3320
website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Shanghai Guao Electronic Technology Co.Ltd(300551)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shanghai Guao Electronic Technology Co.Ltd(300551)
The on-site meeting of the first extraordinary general meeting of shareholders in 2022 of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as "the company") was held on Monday, February 7, 2022 in the conference room of the company on the fourth floor, No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai. Guohao law firm (Shanghai) (hereinafter referred to as "the firm") accepted the entrustment of the company and appointed lawyer Lin Lin and lawyer he Linfei (hereinafter referred to as "the firm's lawyer") to attend and witness the meeting. This legal opinion is hereby issued in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of Association (hereinafter referred to as the "articles of association").
The lawyers of the firm shall, in accordance with the provisions of relevant laws, regulations and normative documents, express legal opinions on whether the convening and convening procedures of the extraordinary general meeting of shareholders are legal and comply with the provisions of the articles of association, the legitimacy and validity of the qualifications of the participants and the legitimacy and validity of the voting procedures.
Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyers agree to file this legal opinion as a necessary legal document for the company's first extraordinary general meeting in 2022, and bear the responsibility for the legal opinion issued by our firm according to law.
In order to issue this legal opinion, our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and hereby issue the following legal opinions:
1、 Convening and convening procedures of this extraordinary general meeting of shareholders
The company held the first extraordinary general meeting of shareholders in 2022, and the board of directors has notified all shareholders in the form of announcement 15 days before the meeting, i.e. January 20, 2022. The notice issued by the company specifies the session of the meeting, the convener of the meeting, the legality and compliance of the meeting, the time of the meeting, the method of the meeting, the date of equity registration, the object of the meeting, the place of the meeting, the matters considered at the meeting, the proposal code, the registration method of shareholders participating in the meeting on site, the specific operation process and precautions of shareholders participating in online voting, etc.
The on-site meeting of the extraordinary general meeting was held at 15:00 on February 7, 2022 in the company's conference room on the fourth floor, No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai as scheduled. The time, place and content of the extraordinary general meeting are consistent with the notice of the meeting.
Online voting is provided for this extraordinary general meeting of shareholders. The online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 7, 2022.
It is verified that the convening and convening procedures of this extraordinary general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualifications of the attendees and conveners
1. Shareholders attending the meeting and entrusted agents
According to the signature and power of attorney of the shareholders attending the on-site meeting of the company and the data provided by Shenzhen Securities Information Co., Ltd., 13 shareholders voted through the on-site and online, representing 92982570 shares, accounting for 30.5816% of the total share capital of the company.
Among them, 4 shareholders voted on the spot, representing 88310655 shares, accounting for 29.0451% of the total share capital of the company.
Nine shareholders voted online, representing 4671915 shares, accounting for 1.5366% of the total share capital of the company. After verification, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid. The identity 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.
2. Other personnel attending and attending the on-site meeting as nonvoting delegates
In addition to shareholders and entrusted agents, the participants at the meeting are directors, supervisors, senior managers and lawyers hired by the company.
It is verified that the qualifications of the on-site meeting and non voting participants of the extraordinary general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
3. Convener of this extraordinary general meeting of shareholders
The convener of this extraordinary general meeting of shareholders is the board of directors of the company.
It is verified that the qualification of the convener of this extraordinary general meeting of shareholders is legal and effective, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association.
3、 Voting procedures of this extraordinary general meeting of shareholders
The shareholders' meeting considered all the proposals listed in the meeting notice, and voted on all the proposals listed in the meeting notice by combining on-site voting and online voting. The shareholders' representatives, supervisors and lawyers of the company counted and supervised the votes of the on-site meeting.
According to the counting of the voting results of the meeting by the company's shareholder representatives, supervisors and lawyers of the exchange, as well as the statistical table of the online voting results of the shareholders' meeting transmitted by Shenzhen Securities Information Co., Ltd., all the proposals considered at the extraordinary shareholders' meeting were passed. Among them, proposals 1, 2, 3, 4 and 5 involve related shareholders' avoidance of voting. The details are as follows:
1. Deliberated and passed the proposal on the company's restricted stock incentive plan in 2022 (Draft) > and its summary;
Total voting: 90993060 shares were approved, accounting for 99.9949% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; 4605 opposed shares, accounting for 0.0051% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting.
Voting of minority shareholders: 4667310 shares were approved, accounting for 99.9014% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Against 4605 shares, accounting for 0.0986% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting.
2. Deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022;
Total voting: 90993060 shares were approved, accounting for 99.9949% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; 4605 opposed shares, accounting for 0.0051% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting.
Voting of minority shareholders: 4667310 shares were approved, accounting for 99.9014% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Against 4605 shares, accounting for 0.0986% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting.
3. Deliberated and passed the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; Total voting: 90993060 shares were approved, accounting for 99.9949% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; 4605 opposed shares, accounting for 0.0051% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting.
Voting of minority shareholders: 4667310 shares were approved, accounting for 99.9014% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Against 4605 shares, accounting for 0.0986% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting.
4. The proposal on extending the validity period of the company's resolution on issuing shares to specific objects and listing on the gem was deliberated and adopted:
Total voting: 6641015 shares were approved, accounting for 99.7626% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; 15805 opposed shares, accounting for 0.2374% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting.
Voting of minority shareholders: 4656110 shares were approved, accounting for 99.6617% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; 15805 opposed shares, accounting for 0.3383% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting.
5. The proposal on extending the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the company's issuance of shares to specific objects and listing on the gem was deliberated and adopted.
Total voting: 6641015 shares were approved, accounting for 99.7626% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; 15805 opposed shares, accounting for 0.2374% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated shareholders and shareholder agents attending the meeting.
Voting of minority shareholders: 4656110 shares were approved, accounting for 99.6617% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; 15805 opposed shares, accounting for 0.3383% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the voting shares held by non affiliated minority shareholders and shareholder agents attending the meeting.
The above proposals are special resolutions, which have been passed by more than two-thirds of the effective voting rights held by non affiliated shareholders (including shareholders' agents) attending the general meeting of shareholders.
It has been verified that the number of votes of the proposals deliberated and passed at the extraordinary general meeting of shareholders complies with the provisions of relevant laws, regulations, normative documents and the articles of association, the voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
Concluding observations:
In conclusion, our lawyers believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The qualifications of the personnel attending the extraordinary general meeting of shareholders are legal and valid, and comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The voting procedures of this extraordinary general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
This legal opinion is made in triplicate. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first extraordinary general meeting of shareholders in Shanghai Guao Electronic Technology Co.Ltd(300551) 2022)
Person in charge: Handling lawyer:
Li Qiang Lin
He Linfei
February 7, 2022
