Guohao law firm (Shanghai)
about
Shanghai Guao Electronic Technology Co.Ltd(300551)
Of the first extraordinary general meeting of shareholders in 2021
Legal opinion
Floor 23-25, Jiadi center, 968 Beijing West Road, Shanghai 200041, China
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 2021
To: Shanghai Guao Electronic Technology Co.Ltd(300551)
The on-site meeting of the first extraordinary general meeting of shareholders in 2021 of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as "the company") was held in the company's conference room on the fourth floor, No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai on Thursday, December 23, 2021. Guohao law firm (Shanghai) accepted the entrustment of the company and appointed lawyer Lin Lin and Lawyer Chen Xiaoxuan (hereinafter referred to as "the firm") "Our lawyer") attended and witnessed the meeting. In accordance with the company law of the people's Republic of China This legal opinion is issued in accordance with 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"). Whether the procedures for convening and convening this extraordinary general meeting of shareholders are in accordance with the law and the articles of association in accordance with the provisions of relevant laws, regulations and normative documents To express legal opinions on the legality and validity of the qualifications of participants and 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 2021, 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 2021. The board of directors has notified all shareholders in the form of announcement 15 days before the meeting, i.e. December 8, 2021, and notified all shareholders to add interim proposals in the form of supplementary announcement on December 14, 2021. 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 and method of the meeting, the date of equity registration, the participants of the meeting, the place of the meeting, the matters to be considered at the meeting, the proposal code, the registration methods of shareholders participating in the meeting on site, the voting procedures and precautions of shareholders participating in online voting, etc, The supplementary notice issued by the company discloses the qualifications of the temporary proposer, the procedures for the performance of the temporary proposal, the contents of the temporary proposal, etc.
The on-site meeting of the extraordinary general meeting was held at 15:00 on December 23, 2021 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 meeting notice.
Online voting is provided for this extraordinary general meeting of shareholders. The time of online voting 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 December 23, 2021; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on December 23, 2021.
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 qualification of attendees and conveners
1. Shareholders attending the meeting and entrusted agents
According to the signatures and power of attorney of shareholders attending the on-site meeting of the company and the data provided by Shenzhen Securities Information Co., Ltd., there are 7 shareholders voting on site and online, representing 88328670 shares, accounting for 29.0510% of the total share capital of the company.
Among them, there are 4 shareholders voting on site, representing 88310655 shares, accounting for 29.0451% of the total share capital of the company.
There are 3 shareholders voting online, representing 18015 shares, accounting for 0.0059% of the total share capital of the company. It is verified that 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 on-site meetings 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 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
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 on 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 proposals considered at the extraordinary shareholders' meeting were passed. The details are as follows:
1. Deliberated and adopted the agreement on the transfer of equity of participating companies and signing
<股权转让协议>
Proposal of the;
Total voting: 88328265 shares were approved, accounting for 99.9995% of the shares held by all shareholders attending the meeting; 405 opposition shares, accounting for 0.0005% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 17610 shares were approved, accounting for 97.7519% of the shares held by minority shareholders attending the meeting; 405 opposed shares, accounting for 2.2481% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. Deliberated and adopted the agreement on the acquisition of 51% equity of Beijing Dongfang Gaosheng Investment Consulting Co., Ltd
<股权转让协议>
Proposal of the;
Total voting: 88328265 shares were approved, accounting for 99.9995% of the shares held by all shareholders attending the meeting; 405 opposition shares, accounting for 0.0005% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 17610 shares were approved, accounting for 97.7519% of the shares held by minority shareholders attending the meeting; 405 opposed shares, accounting for 2.2481% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. The proposal on the proposed change of accounting firm in 2021 was deliberated and adopted.
Total voting: 88328265 shares were approved, accounting for 99.9995% of the shares held by all shareholders attending the meeting; 405 opposition shares, accounting for 0.0005% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 17610 shares were approved, accounting for 97.7519% of the shares held by minority shareholders attending the meeting; 405 opposed shares, accounting for 2.2481% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
It is 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) 2021 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) 2021)
Principal: Handling lawyer:
Li Qiang Lin
Chen Xiaoxuan
December 23, 2021
