Beijing Dacheng (Guangzhou) law firm
About Gch Technology Co.Ltd(688625)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Dacheng (Guangzhou) law firm
www.dentons. cn.
14 / F, zhoudafu financial center, No. 6, Zhujiang East Road, Zhujiang New Town, Guangzhou (510623)
14/F, CTF Finance Centre, No. 6 Zhujiangdong Road, Tianhe District, Guangzhou, China Tel: +86 2085277001 Fax: +86 2085277002
March, 2002
Beijing Dacheng (Guangzhou) law firm
About Gch Technology Co.Ltd(688625)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Gch Technology Co.Ltd(688625)
According to the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission According to the requirements of laws and regulations and other relevant normative documents, Beijing Dacheng (Guangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Gch Technology Co.Ltd(688625) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the extraordinary general meeting”). We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualification of participants, qualification of conveners, voting procedures and voting results of this extraordinary general meeting of shareholders, and do not express opinions on the proposals considered by this extraordinary general meeting of shareholders, the numbers and contents involved in the proposals. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this extraordinary general meeting of shareholders.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s extraordinary general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm conducted necessary verification and verification on the relevant matters and documents involved in the extraordinary general meeting of shareholders, attended the extraordinary general meeting of shareholders and issued the following legal opinions:
1、 Convening and convening procedures of this extraordinary general meeting of shareholders
(I) convening procedures of this extraordinary general meeting of shareholders
1. This extraordinary general meeting of shareholders is convened by the board of directors of the company. On February 23, 2022, the company held the 14th meeting of the second board of directors by combining on-site and communication, and deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. According to the resolution of the 14th meeting of the second board of directors of the company, on February 24, 2022, the company published the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) in the form of announcement on the information disclosure media designated by the CSRC. The notice of the general meeting of shareholders specifies the time, place, convener, voting method, matters to be considered at the meeting, participants, registration method, contact information and other matters of the extraordinary general meeting of shareholders, and explains that shareholders have the right to attend the extraordinary general meeting of shareholders in person or by proxy and exercise their voting rights. As this extraordinary general meeting of shareholders adopts the combination of on-site voting and online voting, the company also makes clear explanations on the voting time, voting procedures and other relevant matters of online voting in the notice of the meeting.
Accordingly, our lawyers believe that the convening procedure of this extraordinary general meeting of shareholders of the company complies with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association. (II) convening procedures of this extraordinary general meeting of shareholders
1. The on-site meeting of the company’s extraordinary general meeting was held at room 6501, Guangzhou zhoudafu financial center, No. 6, Zhujiang East Road, Tianhe District, Guangzhou at 14:30 p.m. on March 11, 2022. Zhao Wenlin, chairman of the company, presided over the extraordinary general meeting.
2. This extraordinary general meeting of shareholders is held by combining on-site voting and online voting. The online voting time of this extraordinary general meeting of shareholders is March 11, 2022. The time of online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 1:00-3:00 on March 11, 2022; The specific time of voting through the Internet voting system is from 9:15 a.m. to 3:00 p.m. on March 11, 2022.
The lawyers of the firm believe that the convening procedures of this extraordinary general meeting of shareholders of the company comply with the relevant provisions of the company law, rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Attendees and conveners of this extraordinary general meeting of shareholders
(I) qualification of participants
According to the company law, the securities law, the articles of association, the rules of procedure of the general meeting of shareholders and the notice of this extraordinary general meeting of shareholders, the attendees of this extraordinary general meeting of shareholders are:
1. At the closing of the market on the afternoon of March 7, 2022, the shareholders of the company registered in China Clearing Co., Ltd. Shanghai branch have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not need to be the shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. Our lawyer.
4. Other personnel.
(II) attendance at the meeting
A total of 12 shareholders or shareholders’ agents attended the meeting on site and online, representing a total of 61389654 shares, accounting for 460422% of the company’s total voting shares of 133333400 shares. The details are as follows:
1. On site attendance
After the office of the board of directors of the company and the lawyer of the exchange checked the attendance certificate, there were 2 shareholders or shareholder agents attending the extraordinary general meeting, representing a total of 51050000 shares, accounting for 382875% of the total voting shares of the company of 133333400 shares.
After verification by the lawyers of the exchange, the shareholders represented by the shareholders or shareholders’ agents attending the meeting are registered, and the power of attorney held by the shareholders’ agents is legal and valid.
2. Network attendance
According to the statistics of the trading system and Internet voting system of Shanghai Stock Exchange and confirmed by the company, there are 10 shareholders voting through the Internet, representing 10339654 shares, accounting for 7.7547% of the company’s total voting shares of 133333400.
The lawyer of the firm believes that the qualification of the personnel attending the extraordinary general meeting of shareholders is legal and valid; The qualification of shareholders’ agents attending the meeting meets the provisions of relevant laws, administrative regulations, the articles of association and rules of procedure, and have the right to review and vote on the proposals of this extraordinary general meeting.
(III) Convener
After verification, the extraordinary general meeting of shareholders of the company was convened by the board of directors. The lawyers of the firm believe that the convening of this extraordinary general meeting of shareholders of the company complies with the provisions of relevant laws and regulations, the articles of association and rules of procedure, and the qualification of the convener is legal and valid.
3、 Voting procedures and results of the extraordinary general meeting of shareholders
(I) it is witnessed that the proposals considered at this extraordinary general meeting are consistent with the contents stated in the relevant announcements of the company. This extraordinary general meeting did not vote on matters not listed in the relevant announcements, nor did it modify the original proposal or propose new proposals. The on-site meeting of the company’s extraordinary general meeting voted by open ballot on the deliberation matters listed in the announcement, and counted, monitored and counted the votes according to the procedures specified in the articles of association.
(II) the proposal considered at this extraordinary general meeting involves related party transactions, but does not involve the situation that related shareholders need to avoid voting.
(III) after verification, the company provides shareholders with a voting platform in the form of network through the trading system of Shanghai Stock Exchange and the Internet voting system. After the online voting, Shanghai Securities Information Co., Ltd. provided the company with the statistics of the total number of voting rights and voting results participating in the online voting of the extraordinary general meeting of shareholders.
(IV) according to the relevant rules, the voting results of on-site voting and online voting were combined and counted. The following proposals were considered and adopted at the extraordinary general meeting of shareholders:
1. Proposal on the company’s participation in investment funds and related party transactions
Voting results: 61389654 shares were approved, accounting for 100% of the total voting shares of shareholders attending the meeting; Against 0 shares; Abstain 0 shares. The bill was passed.
Among them, the voting results of minority shareholders are as follows:
2839654 shares were approved, accounting for 100% of the total voting shares of minority shareholders attending the meeting; Against 0 shares; Abstain 0 shares.
The proposal is a special resolution of the extraordinary general meeting, which has been adopted by more than two-thirds of the total number of valid voting shares attending the extraordinary general meeting.
2. Proposal on the change of the board of supervisors of the company and the election of non employee representative supervisors of the third board of supervisors
2.1 election of Mr. Guan Fangwen as non employee representative supervisor of the third board of supervisors of the company
Voting results: 61389654 shares were approved, accounting for 100% of the total voting shares of shareholders attending the meeting; Against 0 shares; Abstain 0 shares. The bill was passed.
2.2 election of Ms. Chen Shuxian as non employee representative supervisor of the third board of supervisors of the company
Voting results: 61389654 shares were approved, accounting for 100% of the total voting shares of shareholders attending the meeting; Against 0 shares; Abstain 0 shares. The bill was passed.
Our lawyers believe that the voting procedures of this extraordinary general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; If major matters involving the interests of small and medium-sized investors are involved, the votes of small and medium-sized investors shall be counted separately; The voting procedures and results are legal and valid. 4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this extraordinary general meeting of shareholders comply with laws and regulations, rules of general meeting of shareholders, articles of association and rules of procedure of general meeting of shareholders of the company; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid; The resolutions made at the meeting are legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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