Guangdong Guangxin Junda law firm
About Grg Banking Equipment Co.Ltd(002152)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Grg Banking Equipment Co.Ltd(002152)
Guangdong Guangxin Junda law firm (hereinafter referred to as "the firm") accepts the entrustment of Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as "the company") to appoint Xu Lihua Lawyer Huang Ju (hereinafter referred to as "the lawyer") attended the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company at 15:30 p.m. on Monday, February 14, 2022 in the conference room of Grg Banking Equipment Co.Ltd(002152) administrative building, No. 9 and 11, Science City, Guangzhou high tech Industrial Development Zone, Guangdong Province, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other current Chinese laws, regulations and other normative legal documents (hereinafter collectively referred to as "laws and regulations") and the relevant provisions of the Grg Banking Equipment Co.Ltd(002152) articles of Association (hereinafter referred to as "articles of association"), Issue legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners, voting procedures and voting results.
In order to issue this legal opinion, the lawyer listened to the statements and explanations of the company on relevant facts and reviewed the relevant documents provided by the company, including but not limited to:
1. Articles of Association;
2. Announcement of resolutions of the 17th (Interim) meeting of the sixth board of directors;
3. On January 21, 2022, the company published in the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 17th (Interim) meeting of the sixth board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022;
4. Registration records and voucher materials of shareholders attending the first extraordinary general meeting of the company in 2022;
5. Documents of the first extraordinary general meeting of shareholders in 2022.
The lawyer only gives legal opinions on the relevant legal issues involved in the shareholders' meeting based on the facts that occurred before the date of issuance of this legal opinion, and his understanding of the facts and laws and regulations.
The lawyer agrees to announce this legal opinion as a necessary document of the company's general meeting of shareholders in accordance with relevant regulations, and bear corresponding legal liabilities for the legal opinion issued by the lawyer in accordance with the law. This legal opinion shall not be used for any other purpose or purpose without the written consent of our lawyer.
Based on the above, in accordance with the requirements of laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, I hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders' meeting was convened by the sixth board of directors of the company according to the 17th (Interim) meeting of the sixth board of directors held by the company on January 20, 2022; The on-site meeting of the general meeting of shareholders was elected by more than half of the directors of the company and presided over by director and general manager Chen Jianliang.
Verified:
1. On January 21, 2022, the board of directors of the company published in the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Published the notice of Guangzhou Grg Banking Equipment Co.Ltd(002152) financial Electronics Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice");
2. The notice and announcement of the general meeting of shareholders issued by the company set forth: the time and place of the meeting, the date of equity registration of shareholders entitled to attend the general meeting of shareholders, the matters considered at the meeting, the registration method of shareholders attending the meeting, the explanation that shareholders have the right to attend and entrust agents to attend and exercise their voting rights or participate in the meeting and exercise their voting rights through online voting Contact person, fax number, etc;
3. The shareholders' meeting of the company is conducted by combining on-site voting and online voting. The on-site voting is held at 15:30 p.m. on Monday, February 14, 2022 in the conference room of Grg Banking Equipment Co.Ltd(002152) administrative building, No. 9 and 11, Kelin Road, Science City, Guangzhou high tech Industrial Development Zone, Guangdong Province; The way and time of online voting are as follows: provide online voting platform to all shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 14, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on February 14, 2022. The time and place of the on-site meeting and the time of online voting comply with the contents of the announcement.
The lawyer believes that the board of directors of the company is qualified to convene the general meeting of shareholders; The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws and regulations and the articles of association.
2、 Qualification of personnel attending the on-site meeting of the general meeting of shareholders
A total of 8 shareholders and their agents attended the on-site meeting of the general meeting of shareholders, holding and representing 1320943582 shares, accounting for 53.1913% of the total shares of the company.
After the lawyer's review, the shareholders attending the on-site meeting of the general meeting of shareholders are all shareholders who own the company's shares and are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shenzhen Stock Exchange on the equity registration date (February 8, 2022). At the same time, The shareholders' agents attending the on-site meeting of the general meeting of shareholders have also been effectively authorized. The directors, supervisors, senior managers and the lawyer of the company attended the on-site meeting of the general meeting of shareholders.
The lawyer believes that the above-mentioned persons attending the on-site meeting of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of association, and their participation qualifications are legal and valid.
3、 Online voting of this shareholders' meeting
1. Provision of online voting system for general meeting of shareholders
According to the notice of the company convening this general meeting of shareholders, shareholders of the company can not only vote on site, but also exercise their voting rights by online voting. The company provided shareholders with an online voting platform for this meeting. Shareholders can vote online through the trading system and Internet voting system of Shenzhen Stock Exchange.
2. Qualification of online voting shareholders and handling of repeated voting
All shareholders registered on the equity registration date of this general meeting of shareholders have the right to exercise their voting rights through the online voting system. Shareholders of the company can choose either on-site voting or online voting. In case of repeated voting, the first voting result shall prevail.
3. Announcement of online voting
When the board of directors of the company issued the notice of the general meeting of shareholders on January 21, 2022, it informed all shareholders of the online voting matters of the general meeting of shareholders.
4. Voting statistics of online voting
The number of online voting votes and on-site voting votes of this general meeting of shareholders are included in the total number of voting rights of this general meeting of shareholders. After examination, 26 shareholders participated in online voting, representing 22808618 shares, accounting for 0.9184% of the total share capital of the company. The qualification of online voting shareholders is verified by the system of Shenzhen Stock Exchange when they vote online. This lawyer is unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws and regulations and the articles of association, the lawyer believes that the online voting of this general meeting of shareholders complies with the relevant provisions of laws and regulations and the articles of association, and the announcement, voting method and voting result statistics of online voting are legal and effective.
4、 Matters considered and approved by the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting, and the number of votes of on-site voting and online voting is combined. There were 34 shareholders and shareholders' representatives who voted on site and online at the shareholders' meeting, representing 1343752200 shares, accounting for 54.1097% of the total shares of the company.
The shareholders' meeting deliberated and adopted the proposal on adding Zhong Yong as a director of the company.
The voting results are as follows:
Agree against abstention
Type and proportion of shareholders
Votes (%) votes (%) votes (%)
Total ordinary shares 1343223400 99.9606% 526300 0.0392% 2500 0.0002%
Minority shareholders 99535715 99.4715% 526300 0.5260% 2500 0.0025%
Voting result: adopted.
The lawyer believes that the matters discussed at this shareholders' meeting are completely consistent with the matters notified and announced at this shareholders' meeting, and comply with the provisions of laws and regulations and the articles of association.
5、 Voting procedures and results of this general meeting of shareholders
After verification, the shareholders' meeting was held in the form of on-site meeting combined with online voting to vote on the deliberation matters listed in the announcement. The on-site voting of the general meeting of shareholders shall be counted and monitored in accordance with the procedures specified in laws and regulations and the articles of association. After the online voting of the general meeting of shareholders, the company made a combined count of the votes of on-site voting and online voting, announced the voting results on the spot, and the votes of small and medium-sized investors have been counted and disclosed separately. The number of votes deliberated and adopted at this shareholders' meeting is in line with the provisions of the articles of association. The resolutions of the meeting shall be signed by the directors of the company attending the meeting.
The lawyer believes that the voting procedures and results of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association, and are legal and effective.
6、 Concluding observations
To sum up, the lawyer believes that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in line with the provisions of laws and regulations and the articles of association, and are legal and effective; The resolutions adopted at this shareholders' meeting are legal and valid. (no text below)
(this page is the signature page of the legal opinion of Guangdong Guangxin Junda law firm on the first extraordinary general meeting of shareholders in Grg Banking Equipment Co.Ltd(002152) 2022)
Handling lawyer of Guangdong Guangxin Junda law firm: Xu Lihua
Person in charge: Wang Xiaohua, Huang Ju
February 14, 2022
