Beijing Huatang law firm
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Weihai Guangtai Airport Equipment Co.Ltd(002111)
The first extraordinary general meeting of shareholders in 2022
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Legal opinion
Beijing Huatang law firm
Beijing Huatang Law Firm
Address: room 308310, office building, Guobin Hotel, No. 11, Fuchengmenwai street, Xicheng District, Beijing
Postal Code: 100037
Beijing Huatang law firm
About Weihai Guangtai Airport Equipment Co.Ltd(002111)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Weihai Guangtai Airport Equipment Co.Ltd(002111)
Beijing Hua Tang law firm (hereinafter referred to as the “office”) has been entrusted by Weihai Guangtai Airport Equipment Co.Ltd(002111) (hereinafter referred to as the “company”) to appoint Sun Guangliang and lawyer Jin Zhenheng of the Institute to attend the first provisional shareholders meeting of the company in 2022 (hereinafter referred to as the “shareholders’ meeting”), which is affected by the epidemic situation of New Coronavirus pneumonia. The lawyer appointed by the exchange witnessed the shareholders’ meeting through video, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations and normative documents of the China Securities Regulatory Commission, as well as the relevant provisions of the Weihai Guangtai Airport Equipment Co.Ltd(002111) articles of Association (hereinafter referred to as the “articles of association”), Issue legal opinions on the convening, convening procedures, qualification of participants, voting procedures and voting results of the company’s general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the originals or copies of relevant documents provided by the company for convening this shareholders’ meeting in accordance with the requirements of the rules of shareholders’ meeting, including but not limited to the announcement of the company for convening this shareholders’ meeting, various agenda and relevant resolutions of this shareholders’ meeting, At the same time, I listened to the company’s statements and explanations on relevant facts.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
After examination by the lawyers of the firm, the company held the 34th meeting of the 6th board of directors on February 24, 2022. The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on March 14, 2022. The resolution was announced on China Securities Journal, securities times and cninfo website on February 25, 2022, and the notice on convening the first extraordinary general meeting of shareholders in 2022 was announced on China Securities Journal, securities times and cninfo website on the same day.
The shareholders’ meeting of the company adopts the combination of on-site voting and online voting. The time of on-site meeting is 14:30 p.m. on March 14, 2022; The time of online voting is March 14, 2022. 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 March 14, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 14, 2022.
The on-site meeting of the company’s general meeting of shareholders was held at 14:30 p.m. on March 14, 2022 in the conference room on the third floor of the company, No. 16 Huanghe street, Huancui District, Weihai City, Shandong Province. The time and place of the meeting were in line with the contents of the announcement.
After the review of the lawyers of the firm, the board of directors of the company convened the meeting in accordance with the requirements of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents as well as the articles of association, and fully disclosed the contents of various proposals considered at the meeting. The time of the meeting The place and contents of the meeting are consistent with those specified in the meeting notice.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener
1. Shareholders attending the meeting and their proxies
As of March 8, 2022 (the equity registration date of this general meeting of shareholders), the total shares of the company are 534558505 shares, including 6427288 restricted shares in the 2020 equity incentive plan. According to the 2020 restricted stock incentive plan, this part of restricted shares do not enjoy voting rights. Therefore, according to the provisions of relevant laws and regulations, the voting shares of this general meeting of shareholders are 528131217 shares.
According to the review of our lawyers, 18 shareholders and shareholders’ representatives voted through on-site meetings and online voting at this shareholders’ meeting, with 217130434 representative shares, accounting for 411130% of the total voting shares of the company.
Among them, there are 16 small and medium-sized investors (small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company), representing 24727339 shares, accounting for 4.6820% of the total voting shares of the company. A total of 2 Shareholders and shareholders’ representatives attended the on-site meeting, representing 192403095 shares, accounting for 364309% of the total voting shares of the company; A total of 16 shareholders voted online, representing 24727339 shares, accounting for 4.6820% of the total voting shares of the company.
2. Other personnel attending and attending the meeting as nonvoting delegates
Verified by our lawyers, in addition to the above shareholders and shareholders’ agents, the company’s directors, supervisors and senior managers also attended and attended the shareholders’ meeting. Our lawyers witnessed the shareholders’ meeting by video.
3. Online voting data provided by the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange
After examination by our lawyers, according to the data provided by Shenzhen Securities Information Co., Ltd., a total of 16 shareholders participated in online voting at this meeting, representing 24727339 shares, accounting for 4.6820% of the total voting shares of the company. The qualification of shareholders voting through the online voting system has been authenticated by the trading system and Internet voting system of Shenzhen Stock Exchange.
4. Convener of this shareholders’ meeting
The convener of this shareholders’ meeting is the board of directors of the company, and the meeting is presided over by Mr. Li Guangtai, chairman of the company.
The qualification of the company’s legal personnel to attend the general meeting, the articles of association and other relevant documents of the company are in accordance with the provisions of the laws and regulations of the general meeting of shareholders, the articles of association and the relevant regulations of the company.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure of this meeting
The on-site meeting of this meeting voted on the proposals listed in the announced meeting notice by on-site voting. The on-site voting of this meeting shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. After the voting of this on-site meeting, the company provided the statistical results of on-site voting to Shenzhen Securities Information Co., Ltd., and Shenzhen Securities Information Co., Ltd. combined the voting results of on-site voting and online voting.
According to the review of our lawyers, the matters considered and voted at this shareholders’ meeting are the proposals listed in the company’s announced meeting notice, and no shareholders put forward interim proposals at this shareholders’ meeting.
(II) voting results of this meeting
The following proposals were considered at this meeting:
1. Deliberating the proposal on the general election of non independent directors of the seventh board of directors
1.1 elect Mr. Li Guangtai as a non independent director of the seventh board of directors
Voting results: 203972790 shares were approved, accounting for 939402% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11569695 shares were agreed, accounting for 467891% of the shares held by small and medium-sized shareholders attending the meeting.
1.2 elect Mr. Guo Shaoping as a non independent director of the seventh board of directors
Voting results: 203976397 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573302 shares were agreed, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
1.3 elect Mr. Li Wenxuan as a non independent director of the seventh board of directors
Voting results: 203976392 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573297 shares were agreed, accounting for 468036% of the shares held by small and medium-sized shareholders attending the meeting.
1.4 elect Mr. Bian erchang as a non independent director of the seventh board of directors
Voting results: 203976397 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573302 shares were agreed, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
1.5 elect Mr. Li Qin as a non independent director of the seventh board of directors
Voting results: 203976397 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was 11573302 shares, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
1.6 elect Mr. Yu Honglin as a non independent director of the seventh board of directors
Voting results: 203976397 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573302 shares were agreed, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
This proposal applies to the cumulative voting system. After the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in this shareholders’ meeting passed the deliberation item by item. Mr. Li Guangtai, Mr. Guo Shaoping, Mr. Li Wenxuan, Mr. Bian erchang, Mr. Li Qin and Mr. Yu Honglin were elected as non independent directors of the seventh board of directors of the company.
The number of approved shares of the above directors exceeds one-half of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
2. Deliberating the proposal on the general election of independent directors of the seventh board of directors
2.1 elect Mr. Li Yongqi as an independent director of the seventh board of directors
Voting results: 203976393 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573298 shares were agreed, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
2.2 elect Mr. Li Yaozhong as an independent director of the seventh board of directors
Voting results: 203976393 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was: 11573298 shares were agreed, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
2.3 elect Mr. Jiao Xingwang as an independent director of the seventh board of directors
Voting results: 203976394 shares were approved, accounting for 939419% of the shares held by all shareholders attending the meeting; Among them, the voting of small and medium-sized investors was 11573299 shares, accounting for 468037% of the shares held by small and medium-sized shareholders attending the meeting.
This proposal applies to the cumulative voting system. After the combined statistics of the voting results of on-site voting and online voting, the shareholders participating in this shareholders’ meeting passed the deliberation item by item, and Mr. Li Yongqi, Mr. Li Yaozhong and Mr. Jiao Xingwang were elected as independent directors of the seventh board of directors of the company.
The number of approved shares of the above directors exceeds one-half of the total number of effective voting shares held by shareholders participating in the general meeting of shareholders.
3. Deliberated and adopted the proposal on nominating the candidate of shareholder representative supervisor of the seventh board of supervisors
Mr. Hao Shaoyin was elected as the shareholder representative supervisor of the seventh board of supervisors of the company, and together with the employee representative supervisors Mr. Liu Haitao and Mr. Wang Qingdong formed the seventh board of supervisors of the company.
The voting result was: 216482575 shares were approved, accounting for 997016% of the shares held by all shareholders attending the meeting; Against 647859 shares, accounting for 0.2984% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
4. Deliberated and adopted the proposal on repurchase and cancellation of some restricted shares
The voting result was: 217106634 shares were approved, accounting for 999890% of the shares held by all shareholders attending the meeting; 23800 opposed shares, accounting for 0.0110% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 24703539 shares are agreed, accounting for 999038% of the shares held by small and medium-sized shareholders attending the meeting; 23800 shares opposed, accounting for 0.0963% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. Deliberated and adopted the proposal on Amending the articles of Association
The voting result was: 216482575 shares were approved, accounting for 997016% of the shares held by all shareholders attending the meeting; Against 647859 shares, accounting for 0.2984% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
The above-mentioned proposals 1, 2 and 4 belong to major matters affecting the interests of small and medium-sized investors and belong to the proposal of counting votes separately for small and medium-sized investors.
The above proposals 4 and 5 are special resolutions, which have been deliberated and adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
According to the review of the lawyers of the firm, the voting procedures of the company’s general meeting of shareholders comply with relevant laws, regulations and the company’s corporate governance
