Beijing Jindu (Shenzhen) law firm
About Xiamen Wanli Stone Stock Co.Ltd(002785)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Xiamen Wanli Stone Stock Co.Ltd(002785)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as “Jindu” or “the firm”) accepts the entrustment of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”), in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Laws, administrative regulations, rules and regulations within the people’s Republic of China (hereinafter referred to as “within China” for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) such as 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) of the China Securities Regulatory Commission According to the provisions of normative documents (hereinafter referred to as “laws and regulations”) and the current effective Xiamen Wanli Stone Stock Co.Ltd(002785) articles of Association (hereinafter referred to as “articles of association”), lawyers were assigned to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on March 2, 2022 and witness the relevant matters of the general meeting of shareholders, This legal opinion is issued in accordance with the law.
In order to issue this legal opinion, Kindu reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association;
2. The independent directors’ prior approval opinions and independent opinions on matters related to the 26th meeting of the Fourth Board of directors published in the securities times, China Securities News and cninfo on February 14, 2022;
3. The company published in the securities times, China Securities Journal and cninfo on February 14, 2022
4. The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the notice of the general meeting of shareholders”) published in the securities times, China Securities News and cninfo.com on February 14, 2022;
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the general meeting of shareholders of the company;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 8. Relevant proposals of the company’s general meeting of shareholders and announcements and other documents related to the contents of the proposals;
9. 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, the voting procedures and the voting results comply with the provisions of relevant laws and 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, regulations 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, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate Complete, the concluding opinions issued in this legal opinion are legal and accurate, and 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
(I) convening of the general meeting of shareholders
On February 11, 2022, the 26th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on March 2, 2022.
On February 14, 2022, the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022013) in the form of announcement in the securities times, China Securities News and cninfo.com.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders adopts a combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 2, 2022 in Xiamen Wanli Stone Stock Co.Ltd(002785) conference room, 8th floor, Hongye Building, 201 Hubin North Road, Siming District, Xiamen.
3. The online voting time of this general meeting of shareholders is March 2, 2022. Among them, through the trading system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 2, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 15:00 p.m. on March 2, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting 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 complied with the relevant provisions of relevant laws and regulations, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of persons attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate, legal representative certificate or power of attorney of the legal person shareholders attending the shareholders’ meeting, as well as the personal identity certificate of the natural person shareholders attending the shareholders’ meeting, the power of attorney and identity certificate of the authorized agent and other relevant materials, It is confirmed that there are 4 shareholders and shareholder agents attending the company’s general meeting, representing 43640596 voting shares, accounting for 218203% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 5 shareholders participating in the online voting of the general meeting of shareholders, representing 21000 voting shares, accounting for 0.0105% of the total voting shares of the company.
Among them, there are 6 shareholders (hereinafter referred to as “small and medium-sized investors”) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 51000 voting shares, accounting for 0.0255% of the total voting shares of the company.
In conclusion, the number of shareholders attending the general meeting of shareholders is 9, representing 43661596 voting shares, accounting for 218308% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include the company’s directors, supervisors, senior managers and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications 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, regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws and regulations, rules of general meeting of shareholders and articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. Witnessed by our lawyers, the proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Small and medium-sized shareholders’ interests are protected in this meeting separately. 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 jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or Internet voting system within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with statistical data files of online voting.
4. The chairman 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 shareholders’ meeting deliberated and voted on the following proposals in accordance with laws, regulations, rules of shareholders’ meeting and articles of association:
1. The voting results of the proposal on the prediction of the company’s daily connected transactions in 2022 are as follows:
40100 shares were approved, accounting for 760911% of the total voting shares of shareholders and proxy representatives attending the meeting; 9600 opposed shares, accounting for 182163% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstained from 3000 shares, accounting for 5.6926% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 38400 shares, accounting for 752941% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 9600 opposed shares, accounting for 188235% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Abstained from 3000 shares, accounting for 5.8824% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
Hu Jingpei and Zou Peng, the related shareholders of this proposal, avoided voting.
This proposal is an ordinary resolution of the general meeting of shareholders, which has been approved by more than half of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
2. The voting results of the proposal on the application of the company and its subsidiaries for credit lines to financial institutions are as follows: 43648996 shares were agreed, accounting for 999711% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 9600 dissenting shares, accounting for 0.0220% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstained 3000 shares, accounting for 0.0069% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 38400 shares, accounting for 752941% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 9600 opposed shares, accounting for 188235% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Abstained from 3000 shares, accounting for 5.8824% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is an ordinary resolution of the general meeting of shareholders, which has been approved by more than half of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
3. The voting results of the proposal on the provision of external guarantees by the company and its subsidiaries are as follows:
43648996 shares were approved, accounting for 999711% of the total voting shares of shareholders and proxy representatives attending the meeting; 9600 dissenting shares, accounting for 0.0220% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstained 3000 shares, accounting for 0.0069% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 38400 shares, accounting for 752941% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 9600 opposed shares, accounting for 188235% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Abstained from 3000 shares, accounting for 5.8824% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
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 and regulations, rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up
