Beijing Jindu (Guangzhou) law firm
About Guangzhou Wahlap Technology Corporation Limited(301011)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Guangzhou Wahlap Technology Corporation Limited(301011)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Guangzhou Wahlap Technology Corporation Limited(301011) (hereinafter referred to as the company), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and 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 (revised in 2016) (hereinafter referred to as the rules for the general meeting of shareholders) and other current effective laws, administrative regulations, rules and normative documents within the territory of the people’s Republic of China and the relevant provisions of the current effective chapter Guangzhou Wahlap Technology Corporation Limited(301011) (hereinafter referred to as the articles of association) appoint LAN Jianglin Ren Yanping (hereinafter referred to as the lawyer of the firm) attended the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company in the conference room of H1 company, Xingli Industrial Park, 143 Yingxing East Road, Donghuan street, Panyu District, Guangzhou on February 11, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association reviewed and revised by the company’s first extraordinary general meeting of shareholders in 2021 on July 16, 2021;
2. On January 20, 2022, the company published in securities times, China Securities News, Shanghai Securities News, Securities Daily, economic information daily and cninfo (www.cn. Info. Com. CN.) And the announcement on the resolution of the 25th meeting of the second board of directors on the website of Shenzhen Stock Exchange;
3. On January 20, 2022, the company published in the securities times, China Securities News, Shanghai Securities News, Securities Daily, economic information daily and cninfo (www.cn. Info. Com. CN.) And the notice on convening the second extraordinary general meeting of shareholders in 2022 on the website of Shenzhen Stock Exchange;
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion on this general meeting of shareholders are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The board of directors of the company deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022 at the 25th meeting of the second board of directors on January 19, 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022 on February 11, 2022, which was published in the securities times, China Securities Journal and China Securities News in the form of announcement on January 20, 2022 Shanghai Securities News, Securities Daily, economic information daily, http://www.cn.info.com.cn And the website of Shenzhen Stock Exchange published the notice of Guangzhou Wahlap Technology Corporation Limited(301011) on convening the second extraordinary general meeting of shareholders in 2022.
According to the above announcement issued by the board of directors of the company, this general meeting of shareholders is convened by the second board of directors of the company. The shareholders’ meeting was held by combining on-site voting and online voting. The announcement issued by the company sets forth the agenda of the meeting, the convener of the meeting, the personnel entitled to attend the meeting, the time and place of the meeting, the matters to be considered at the meeting, and explains that the shareholders have the right to attend and exercise the voting right in person or by proxy in writing, the equity registration date of the shareholders entitled to attend the meeting, the registration method of the shareholders attending the meeting, etc.
According to the above announcement, the board of directors of the company has listed the specific proposals of the general meeting of shareholders in the announcement, and fully disclosed the contents of the proposals in accordance with relevant regulations.
The on-site meeting of the company’s general meeting of shareholders was held in the conference room of H1 company, Xingli Industrial Park, No. 143 Yingxing East Road, Donghuan street, Panyu District, Guangzhou on the afternoon of February 11, 2022. The on-site meeting was presided over by the chairman of the company and provided the shareholders of the company with a voting platform in the form of network through the trading system and Internet voting system of Shenzhen Stock Exchange. The time of the meeting The location complies with the notice.
The time for online voting through the trading system and Internet voting system of Shenzhen stock exchange is February 11, 2022. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 11, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is 9:15-15:00 on February 11, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposal considered at the meeting are consistent with the time, place and method announced in the notice on convening the second extraordinary shareholders’ meeting in 2022 and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of attendees of this general meeting of shareholders
1. Shareholders (or proxy of shareholders) attending the meeting
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 9 shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, holding 49240100 voting shares on the equity registration date, accounting for 56.73% of the total voting shares of the company; According to the online voting results obtained from the online voting system and Internet voting platform of Shenzhen Stock Exchange, a total of 8 shareholders participated in the online voting of the company’s general meeting of shareholders, holding 5209500 voting shares on the equity registration date, accounting for 6.00% of the total voting shares of the company. Among them, there are 9 shareholders (hereinafter referred to as small and medium-sized investors) except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, holding 5209600 voting shares on the equity registration date, accounting for 6.00% of the total voting shares of the company. Accordingly, a total of 17 shareholders and their proxies (including online voting) attended the company’s general meeting of shareholders and held 54449600 voting shares on the equity registration date, accounting for 62.73% of the total voting shares of the company.
2. Other personnel attending and attending the meeting as nonvoting delegates
It is verified that in addition to shareholders (or shareholders’ agents), all directors, supervisors and Secretary of the board of directors of the company, all other senior managers of the company and lawyers of the firm attended the meeting.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Qualification of convener of this general meeting of shareholders
It is verified that the convener of this general meeting of shareholders is the second board of directors of the company.
The lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
4、 Matters to be considered at this shareholders’ meeting
The proposals considered at this shareholders’ meeting are as follows:
1. Review the proposal on applying for comprehensive credit line from banks in 2022;
2. Review the proposal on purchasing directors, supervisors and senior managers’ liability insurance.
5、 Voting procedures and voting results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site open voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored by four representatives of shareholders, supervisors and lawyers of the firm.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of this online voting.
The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Review the proposal on applying for comprehensive credit line from banks in 2022
54441200 shares were approved, accounting for 99.98% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 8400 dissenting shares, accounting for 0.02% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.00% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 5201200 shares, accounting for 99.84% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 8400 opposed shares, accounting for 0.16% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.00% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. Review the proposal on purchasing directors, supervisors and senior managers’ liability insurance
5201200 shares were approved, accounting for 99.84% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 8400 dissenting shares, accounting for 0.16% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.00% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 5201200 shares, accounting for 99.84% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 8400 opposed shares, accounting for 0.16% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.00% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
During the deliberation of this proposal, the affiliated shareholders Hong Kong Huali International Holding Co., Ltd., Guangzhou Yangyou Technology Investment Co., Ltd., Su Benli, Cai Ying, Zhang Ming, Liu Liuying, Zhang Hongcheng and Guangzhou Zhiyuan No. 1 technology investment partnership (limited partnership) have avoided voting, and their shares are not included in the total number of voting shares mentioned above. The lawyers of the firm believe that the voting procedures and results of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
6、 Conclusion
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the personnel attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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Handling lawyer of Beijing Jindu (Guangzhou) law firm:
