Beijing Jindu (Guangzhou) law firm
About Guangzhou Wahlap Technology Corporation Limited(301011)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangzhou Wahlap Technology Corporation Limited(301011)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as the firm) accepts the entrustment of Guangzhou Wahlap Technology Corporation Limited(301011) (hereinafter referred to as the company), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and 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 (revised in 2016) (hereinafter referred to as the rules for the general meeting of shareholders) of the China Securities Regulatory Commission and other currently effective laws, administrative regulations and rules of the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) The rules, normative documents and the current effective articles of Association (hereinafter referred to as the articles of association) appoint Jiang Lin Lawyer LAN Jianglin (hereinafter referred to as our lawyer) attended the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as this general meeting of shareholders) held by the company in the conference room of H1 company, Xingli Industrial Park, 143 Yingxing East Road, Donghuan street, Panyu District, Guangzhou on January 10, 2022, and issued this legal opinion on matters related to this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to: 1. The articles of association reviewed and revised at the first extraordinary general meeting of the company in 2021 on July 16, 2021; 2. On December 25, 2021, the company published in securities times, China Securities Journal, Shanghai Securities News, Securities Daily, economic information daily and cninfo (www.cn. Info. Com. CN.) And the announcement on the resolution of the 24th Meeting of the second board of directors on the website of Shenzhen Stock Exchange;
3. On December 25, 2021, the company published in securities times, China Securities Journal, Shanghai Securities News, Securities Daily, economic information daily and cninfo (www.cn. Info. Com. CN.) And the notice on convening the first extraordinary general meeting of shareholders in 2022 on the website of Shenzhen Stock Exchange;
4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
5. Registration records and voucher materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the company’s general meeting of shareholders and the announcement and other documents related to the contents of relevant proposals;
8. 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, administrative 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, administrative regulations, rules and normative documents 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, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion on this shareholders’ meeting are legal and accurate, and that 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, 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
The board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 at the 24th Meeting of the second board of directors on December 24, 2021, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 10, 2022, which was published in the securities times, China Securities Journal and China Securities News in the form of announcement on December 25, 2021 Shanghai Securities News, Securities Daily, economic information daily, http://www.cn.info.com.cn And the website of Shenzhen Stock Exchange published Guangzhou Wahlap Technology Corporation Limited(301011) notice on convening the first extraordinary general meeting of shareholders in 2022.
According to the above announcement issued by the board of directors of the company, this general meeting of shareholders is convened by the second board of directors of the company. The shareholders’ meeting was held by combining on-site voting and online voting. The announcement issued by the company sets forth the agenda of the meeting, the convener of the meeting, the personnel entitled to attend the meeting, the time and place of the meeting, the matters to be considered at the meeting, and explains that the shareholders have the right to attend and exercise the voting right in person or by proxy in writing, the equity registration date of the shareholders entitled to attend the meeting, the registration method of the shareholders attending the meeting, etc.
According to the above announcement, the board of directors of the company has listed the specific proposals of the general meeting of shareholders in the announcement and fully disclosed the contents of the proposals in accordance with relevant regulations.
The on-site meeting of the company’s general meeting of shareholders was held in the conference room of H1 company, Xingli Industrial Park, No. 143 Yingxing East Road, Donghuan street, Panyu District, Guangzhou on the afternoon of January 10, 2022. The on-site meeting was presided over by the chairman of the company and provided the shareholders of the company with a voting platform in the form of network through the trading system and Internet voting system of Shenzhen Stock Exchange. The time of the meeting The location complies with the notice.
The time for online voting through the trading system and Internet voting system of Shenzhen stock exchange is January 10, 2022. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 10, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is 9:15-15:00 on January 10, 2022.
After verification by the lawyers of the firm, the actual time, place, method and proposal of the shareholders’ meeting are consistent with the time, place, method and matters submitted to the meeting for deliberation in the notice of Guangzhou Wahlap Technology Corporation Limited(301011) on convening the first extraordinary shareholders’ meeting in 2022.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
1. Shareholders (or proxy of shareholders) attending the meeting
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 7 shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders, holding 49220000 voting shares on the equity registration date, accounting for 56.7051% of the total voting shares of the company; According to the online voting results obtained from the online voting system and Internet voting platform of Shenzhen Stock Exchange, 9 shareholders participated in the online voting of the company’s general meeting of shareholders, holding 56500 voting shares on the equity registration date, accounting for 0.0651% of the total voting shares of the company. Among them, there are 9 shareholders (hereinafter referred to as small and medium-sized investors) except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, holding 56500 voting shares on the equity registration date, accounting for 0.0651% of the total voting shares of the company. Accordingly, a total of 16 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company and held 49276500 voting shares on the equity registration date, accounting for 56.7702% of the total voting shares of the company.
2. Other personnel attending and attending the meeting as nonvoting delegates
It is verified that in addition to shareholders (or shareholders’ agents), some directors, all supervisors and the Secretary of the board of directors of the company, other senior managers of the company and lawyers of the exchange attended the meeting as nonvoting delegates.
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. We 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, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Qualification of convener of this general meeting of shareholders
It is verified that the convener of this general meeting of shareholders is the second board of directors of the company.
The lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
4、 Matters to be considered at this shareholders’ meeting
The proposals considered at the shareholders’ meeting are as follows:
1. Review the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects; 2. Review the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects item by item; Listing and types of securities issued
2.02 issuance scale
2.03 par value and issue price
2.04 bond term
2.05 coupon rate
2.06 term and method of repayment of principal and interest
2.07 conversion period
2.08 determination and adjustment of share conversion price
2.09 downward correction clause of share conversion price
2.10 how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
2.11 redemption terms
2.12 resale terms
2.13 dividend distribution after share conversion
2.14 issuance method and object
2.15 placement arrangement to original shareholders
2.16 matters related to bondholders’ meeting
2.17 purpose of the raised funds
2.18 deposit of raised funds
2.19 guarantee matters
2.20 rating matters
2.21 validity period of the scheme for issuing convertible corporate bonds
3. Review the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects;
4. Review the proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects;
5. Review the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
6. Review the proposal on the special report on the use of the company’s previously raised funds;
7. Review the proposal on diluting the immediate return and filling measures by issuing convertible corporate bonds to unspecified objects and the commitment of relevant subjects to earnestly fulfill the filling return measures;
8. Review the proposal on formulating the rules for the meeting of convertible bond holders of the company;
9. Review the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle the specific matters of issuing convertible corporate bonds to unspecified objects;
10. Review the shareholder return plan for the next three years (2022-2024).
5、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site open voting and online voting. 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 by four representatives of shareholders, supervisors and lawyers of the firm.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical results of the online voting.
The moderator 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 shareholders’ meeting
Witnessed by our lawyers, the following proposals were considered and adopted at the shareholders’ meeting in accordance with laws, administrative regulations, rules of shareholders’ meeting and the articles of association:
1. Review the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
49257000 shares were approved, accounting for 99.9604% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19500 dissenting shares, accounting for 0.0396% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 37000 shares, accounting for 65.4867% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 19500 shares, accounting for the small and medium-sized investors attending the meeting and the agent representatives of small and medium-sized investors have a vote
