Beijing Jindu (Shenzhen) law firm
About Xiamen Wanli Stone Stock Co.Ltd(002785)
Of the third extraordinary general meeting of shareholders in 2021
Legal opinion
To: Xiamen Wanli Stone Stock Co.Ltd(002785)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as "Jindu" or "the firm") has accepted 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 corporate justice 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 Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) 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 China Securities Regulatory Commission According to the normative documents (hereinafter referred to as "laws and regulations") and the articles of association of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as "the articles of association") in force, lawyers were assigned to attend the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the general meeting of shareholders") held by the company on December 31, 2021 and witness the relevant matters of the general meeting of shareholders, This legal opinion is issued according to 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 21st Meeting of the Fourth Board of directors published in the securities times, China Securities News and cninfo on September 30, 2021;
3. The resolution announcement of the 21st Meeting of the 4th board of directors published in securities times, China Securities News and cninfo on September 30, 2021;
4. The independent directors' prior approval opinions and independent opinions on matters related to the 24th Meeting of the Fourth Board of directors published in the securities times, China Securities News and cninfo on December 16, 2021;
5. Announcement on the resolution of the 24th Meeting of the 4th board of directors published in the securities times, China Securities News and cninfo on December 16, 2021;
6. The notice on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the notice of the general meeting of shareholders") published in the securities times, China Securities News and cninfo.com on December 16, 2021;
7. The register of shareholders on the equity registration date of the company's general meeting of shareholders;
8. Shareholders' attendance registration records and voucher materials of the company's general meeting of shareholders;
9. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 10. Relevant proposals of the company's general meeting of shareholders and announcements related to the contents of the proposals;
11. 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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 the general meeting of shareholders 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 shall 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, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to 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 the general meeting of shareholders
(i) Convening of the general meeting of shareholders
On December 14, 2021, the 24th Meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2021, and decided to convene the third extraordinary general meeting of shareholders in 2021 on December 31, 2021.
On December 16, 2021, the company published the notice on convening the third extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-087) in the form of announcement in the securities times, China Securities News and cninfo.com.
（2） Convening of this general meeting of shareholders
1. The 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 14:00 p.m. on December 31, 2021 in conference room Xiamen Wanli Stone Stock Co.Ltd(002785) on the 8th floor of Hongye Building, 201 Hubin North Road, Siming District, Xiamen.
3. The online voting time of the general meeting of shareholders is December 31, 2021. 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 December 31, 2021; 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 December 31, 2021.
After verification by our lawyers, 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 personnel 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, power of attorney and identity certificate of the authorized agent of the natural person shareholders attending the shareholders' meeting, It is confirmed that there are 4 shareholders and shareholder agents attending the company's general meeting, representing 44440596 voting shares, accounting for 22.2203% 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 9 shareholders participating in the online voting of the general meeting of shareholders, representing 265400 voting shares, accounting for 0.1327% of the total voting shares of the company.
Among them, there are 10 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 295400 voting shares, accounting for 0.1477% of the total voting shares of the company.
In conclusion, 13 shareholders attended the general meeting, representing 44705996 voting shares, accounting for 22.3530% 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 exchange.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the organization 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.
（2） 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 the 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. The shareholders' meeting adopts the combination of on-site voting and online voting. In order to protect the interests of small and medium-sized investors, the votes of small and medium-sized investors are counted separately in this shareholders' meeting. Witnessed by our lawyers, the on-site meeting of the general 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.
（2） Voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were considered and voted at the general meeting of shareholders in accordance with laws, regulations, rules of the general meeting of shareholders and the articles of association:
1. Matters concerning the termination of the company's previous non-public offering of shares and relevant signing
<终止协议>
The voting results of the motion are as follows:
17495145 shares were approved, accounting for 99.7412% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Against 45400 shares, accounting for 0.2588% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% 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 250000 shares, accounting for 84.6310% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 45400 shares, accounting for 15.3690% 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 0.0000% 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, the related shareholder of this proposal, avoided voting.
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 the shareholders and their agents attending the general meeting of shareholders.
2. The voting results of the proposal on the company meeting the conditions for non-public development of A-Shares are as follows:
17495145 shares were approved, accounting for 99.7412% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Against 45400 shares, accounting for 0.2588% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% 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 250000 shares, accounting for 84.6310% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 45400 shares, accounting for 15.3690% 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 0.0000% 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, the related shareholder of this proposal, avoided voting.
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 the shareholders and their agents attending the general meeting of shareholders.
3. The voting results of the proposal on the company's non-public offering of A-Shares in 2021 are as follows:
3.01 class and par value of shares issued
17495145 shares were approved, accounting for 99.7412% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Against 45400 shares, accounting for 0.2588% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% 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 250000 shares, accounting for 84.6310% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting
