Beijing Hairun Tianrui law firm
About Gl Tech Co.Ltd(300480)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”), and due to the impact of the epidemic, it has appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) to witness the shareholders\’ meeting and express legal opinions.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, the original written materials, copy materials, electronic documents or oral testimony necessary for the firm to issue this legal opinion are true, complete and effective, there are no false statements, major omissions or concealments, and all copy materials and copies are consistent with the original.
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), 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 and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The lawyer of the firm agrees to announce this legal opinion as a necessary legal document for the shareholders’ meeting. This legal opinion is only for the purpose of this shareholders’ meeting. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders), the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the Gl Tech Co.Ltd(300480) articles of Association (hereinafter referred to as the articles of association), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions on the convening, convening procedures, qualification of attendees, qualification of conveners, voting methods, voting procedures and voting results of the company’s general meeting of shareholders are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) on December 24, 2021, the company held the 19th meeting of the 4th board of directors, deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene the general meeting of shareholders on January 12, 2021.
(II) on December 27, 2021, the board of directors of the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com. The notice specifies the basic information of the shareholders’ meeting, the matters to be considered at the meeting, the proposal code, the meeting registration method, the specific operation process of participating in online voting, other matters, etc.
(III) the on-site meeting of the general meeting of shareholders was held on January 12, 2022 in conference room 310 of the company, No. 10, Changchun Road, Zhengzhou high tech Development Zone. The meeting was presided over by Mr. Zhao Tongyu, chairman of the company.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(I) qualification of personnel attending the general meeting of shareholders
1. According to the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation at the end of trading on Shenzhen Stock Exchange on January 7, 2022, and the business license or other supporting documents of corporate shareholders attending the on-site meeting of the general meeting of shareholders, identity certificate of legal representative, identity certificate of legal representative, identity certificate of agent Proxy voting power of attorney, stock account card, ID card of natural person shareholders, stock account card, ID card of shareholder agent and proxy voting power of attorney attending the on-site meeting of the general meeting of shareholders verified the qualifications of shareholders attending the on-site meeting.
2. A total of 13 shareholders and shareholder agents participated in the on-site meeting and online voting, representing 118661331 shares, accounting for 44.0075% of the total shares of the company. Among them, 10 shareholders and shareholders’ agents attended the on-site meeting, representing 118557731 shares, accounting for 43.9691% of the total shares of the company; According to the data provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders and shareholder agents participating in online voting within the effective time, representing 103600 shares, accounting for 0.0384% of the total shares of the company. For more than shareholders who vote through the online voting system, their identity shall be verified by Shenzhen Securities Information Co., Ltd., the organization provided by the online voting system.
3. Some directors, supervisors, senior managers and lawyers of the company attended the meeting as nonvoting delegates.
Upon examination by our lawyers, the qualifications of the above-mentioned persons attending the general meeting of shareholders meet the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
(II) the convener of this general meeting of shareholders is the board of directors of the company. The convener’s qualification meets the relevant provisions of the company law, rules for general meetings and other laws and regulations, normative documents and the articles of association. The convener’s qualification is legal and valid.
3、 Matters to be considered at this general meeting
(I) the matters to be considered at the shareholders’ meeting are as follows:
1. Deliberating the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
2. Deliberating the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects
2.1 types of securities issued
2.2 issuance scale
2.3 par value and issue price
2.4 bond term
2.5 bond interest rate
2.6 term and method of repayment of principal and interest
2.7 term of share conversion
2.8 determination and adjustment of share conversion price
2.9 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 guarantee matters
2.19 rating matters
2.20 deposit of raised funds
2.21 validity period of this issuance plan
3. Deliberating the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects
4. Review the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects 5. Review the proposal on the feasibility analysis report on the use of funds raised by the company issuing convertible corporate bonds to unspecified objects
6. Deliberating the proposal on the verification report on the use of the company’s previously raised funds
7. Deliberating the proposal on the planning of shareholders’ dividend return in the next three years (2021-2023)
8. Deliberated the proposal on the company’s issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and commitments of relevant subjects
9. Deliberation on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects
10. Deliberating the proposal on the meeting rules of the holders of convertible corporate bonds issued by the company to unspecified objects
11. Deliberated the proposal on re employment of the company’s audit institution in 2021.
(II) the lawyer of the firm believes that the proposal of the general meeting of shareholders was proposed by the board of directors of the convener company and announced 15 days before the general meeting of shareholders; The content of the proposal belongs to the scope of authority of the general meeting of shareholders, with clear topics and specific resolutions; There was no amendment proposal or new proposal submitted for voting at the general meeting of shareholders; The proposals and notices of the general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association.
4、 Voting methods, procedures and results of this general meeting of shareholders
(I) the shareholders’ meeting voted on the proposals listed in the notice of the shareholders’ meeting by means of on-site voting and online voting.
(II) the matters actually considered at this shareholders’ meeting are completely consistent with the proposals to be considered in the announcement, and have not been modified; There is no situation where temporary proposals are put forward at the meeting or other unannounced temporary proposals are voted on.
(III) the shareholders attending the on-site meeting of the shareholders’ meeting voted on the proposals of the shareholders’ meeting item by item by open vote, and the votes were counted and monitored by the representatives of shareholders, supervisors and lawyers of the exchange.
(IV) the online voting of the general meeting of shareholders adopts the online voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the day of the general meeting of shareholders; The time for online voting through the Internet voting system of the exchange is any time from 09:15 to 15:00 on January 12, 2022.
After the online voting, Shenzhen Securities Information Co., Ltd. provided the total number of votes and voting results of this online voting to the board of directors of the company.
(V) after combining the voting results of on-site voting and online voting, all the above proposals were considered and adopted at the shareholders’ meeting.
Our lawyers believe that the voting methods, procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association.
5、 Concluding legal opinion
In conclusion, our lawyers believe that the convening and convening procedures of the 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, the qualifications of personnel and conveners attending the general meeting of shareholders are legal and effective, and the voting methods, voting procedures and voting results of the general meeting of shareholders are legal Effective.
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Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Wang Xiaodong:
Yu Shaoshui:
specific date
