Beijing Guofeng law firm
About Shenzhen Wenke Landscape Co.Ltd(002775)
Legal opinion of 2021 annual general meeting
Gflgz [2022] No. a0242
To: Shenzhen Wenke Landscape Co.Ltd(002775) (your company)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission In accordance with the relevant provisions of the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “practice measures”) and the articles of association of your company (hereinafter referred to as the “articles of association”), we appoint lawyers to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as the “meeting”) and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of the general meeting of shareholders and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, this meeting was decided to be held by the 20th meeting of the Fourth Board of directors of your company and convened by the board of directors. The board of directors of your company held a meeting at Shenzhen Stock Exchange on April 30, 2022（ http://www.szse.cn. ）The website published the notice of Shenzhen Wenke Landscape Co.Ltd(002775) on convening the 2021 annual general meeting of shareholders. On May 10, 2022, the board of directors of your company publicly released the announcement on canceling some proposals and adding temporary proposals at the 2021 annual general meeting of shareholders on the website of Shenzhen Stock Exchange, which stated that after deliberation and approval at the 21st Meeting of the 4th board of directors of your company, five proposals including the proposal on the company’s plan for non-public development of A-Shares to be considered in the notice of the original 2021 annual general meeting of shareholders were cancelled, Five proposals, including the proposal on the company’s plan for non-public development of A-Shares (Revised Version), were submitted to the 2021 annual general meeting for deliberation. The above announcement specifies the time and place of the on-site meeting of the meeting, the time and specific operation process of online voting. Shareholders have the right to attend the shareholders’ meeting in person or by proxy and exercise their voting rights. Shareholders have the right to attend the shareholders’ equity registration date, registration method, contact address, contact person and other matters. At the same time, it lists the deliberations of the meeting and fully discloses the contents of relevant proposals.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held on May 20, 2022 in the conference room on the 36th floor, building a, Shenzhen International Innovation Center, No. 1006, Shennan Avenue, Futian District, Shenzhen.
The voting time of the voting platform of the trading system of Shenzhen Stock Exchange adopted at this meeting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The voting time through the Internet voting platform of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures of the shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, the statistical results of on-site and online voting fed back by Shenzhen Securities Information Co., Ltd., the register of shareholders as of the equity registration date of the meeting, and verified and confirmed by your company and our lawyers, a total of 31 shareholders (shareholder agents) voted on-site and online at the meeting, representing 254825900 shares, Accounting for 496962% of the total voting shares of your company. In addition to the shareholders (shareholder agents) of your company, the persons attending and attending the on-site meeting of this meeting also include the directors, supervisors, senior managers of your company and the handling lawyers of this office.
Upon inspection, the qualifications of the above-mentioned personnel attending the on-site meeting of the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and valid; The qualification of the above shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company’s announced meeting notice. After deliberation item by item, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. Voted and passed the proposal on the work report of the board of directors in 2021;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
2. The proposal on the work report of the board of supervisors in 2021 was voted and adopted;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
3. The proposal on the 2021 annual report and summary of the company was voted and passed;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
4. The proposal on the 2021 annual financial statement of the company was voted and passed;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
5. The proposal on profit distribution plan in 2021 was voted and passed;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
6. The proposal on applying for comprehensive credit line from the bank was voted and passed;
Voting results: 254805300 shares were approved, accounting for 999919% of the total number of valid voting shares attending the meeting; 20600 opposition shares, accounting for 0.0081% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
7. The proposal on the prediction of daily connected transactions in 2022 was voted and passed;
Voting results: 229449100 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
8. The proposal on the special report on the deposit and use of raised funds in 2021 was voted and passed;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
9. The proposal on the remuneration scheme of directors, supervisors and senior managers was voted and adopted;
Voting results: 254765300 shares were approved, accounting for 999762% of the total number of valid voting shares attending the meeting; 20600 opposition shares, accounting for 0.0081% of the total number of valid voting shares attending the meeting; 40000 shares abstained, accounting for 0.0157% of the total number of valid voting shares attending the meeting.
10. The proposal on providing guarantee for holding subsidiaries was voted and adopted;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
11. The proposal on borrowing from controlling shareholders and related party transactions was voted and adopted;
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
12. The proposal on accepting the guarantee of controlling shareholders and related party transactions was adopted by voting;
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
13. The proposal on changing the registered capital and amending the articles of association was voted and passed;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
14. The proposal on Amending the rules of procedure of the general meeting of shareholders was adopted by voting;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
15. The proposal on Amending the rules of procedure of the board of directors was adopted by voting;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
16. The proposal on Amending the rules of procedure of the board of supervisors was voted and adopted;
Voting results: 25482510 shares were approved, accounting for 999997% of the total number of valid voting shares attending the meeting; 800 opposition shares, accounting for 0.0003% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
17. The proposal on the company meeting the conditions for non-public development of A-share shares was voted and passed;
Voting results: 254805300 shares were approved, accounting for 999919% of the total number of valid voting shares attending the meeting; 20600 opposition shares, accounting for 0.0081% of the total number of valid voting shares attending the meeting; Abstain 0 shares.
18. The proposal on the company’s non-public development of A-share scheme was voted and adopted;
18.1 types and par value of shares issued this time
Voting results: 117358900 shares were approved, accounting for 999825% of the total number of valid voting shares attending the meeting; 20600 opposition shares, accounting for 0.0175% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.2 issuance method and time
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.3 issuing object and subscription method
Voting results: 117358900 shares were approved, accounting for 999825% of the total number of valid voting shares attending the meeting; 20600 opposition shares, accounting for 0.0175% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.4 pricing base date, issue price and pricing principle
Voting results: 117338700 shares were approved, accounting for 999652% of the total number of valid voting shares attending the meeting; 40800 opposition shares, accounting for 0.0348% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.5 number of issues
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.6 purpose of raised funds
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
18.7 restricted period
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain [] shares, accounting for []% of the total number of valid voting shares attending the meeting. Related shareholders have avoided voting.
18.8 place of listing
Voting results: 117378700 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; Against 800 shares, accounting for 0.0007% of the total number of valid voting shares attending the meeting; Abstain 0 shares. Related shareholders have avoided voting.
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