Legal opinion Guangdong Wuwei law firm
Legal opinion
Guangdong Wuwei law firm
GUANGDONG WUWEI LAWFIRM
Address: 20th floor, Olympic building, Shangbao Road, Futian District, Shenzhen, Guangdong
Postal Code: 518034
Tel: 075583521178
May 23, 2002
GUANGDONG WUWEI LAWFIRM
[2022] Wuwei Fayi No. 052302 legal opinion on the non submission of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) shareholders’ Interim proposal to the shareholders’ meeting for deliberation
To: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Guangdong Wuwei law firm (hereinafter referred to as “the firm”) has accepted the entrustment of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) (hereinafter referred to as “Cultural Great Wall” or “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the civil code of the people’s Republic of China and other normative documents such as laws and administrative regulations in force on the date of issuance of this legal opinion (hereinafter collectively referred to as “relevant provisions”), This special legal opinion is issued on the matters that the board of supervisors of the company decides not to attend the meeting on some temporary proposals.
1、 Basic information of temporary proposals submitted by shareholders
According to the relevant provisions of the company law, the articles of association and other laws and regulations, ordinary shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders of the company.
1. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership) are shareholders who hold more than 3% of the shares of the company in total, The following proposal is proposed to be added to the 2021 annual general meeting of shareholders of the company: proposal 2 on nominating candidates for non independent directors of the Fifth Board of directors of the company zip code: 518034guangdong Wuwei lawirm.
2. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: “proposal on removing supervisor Zhang Yi and nominating Zhou Yanhong as supervisor”. 3. As a shareholder holding more than 3% of the company’s shares, Qian Xiaopan proposed to add the following proposals to the 2021 annual general meeting of shareholders of the company: proposal on Amending Article 106 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association, proposal on nominating non independent directors.
4. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association.
5. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on Amending The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association.
6. The shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership) zip code: 518034guangdong Wuwei lawirm are shareholders who hold more than 3% of the shares of the company in total, The following proposal is proposed to be added to the 2021 annual general meeting of shareholders of the company: proposal on removing Ms. Xu Miao from the post of supervisor of the company.
7. As shareholders holding more than 3% of the company’s shares in total, the shareholders Andrews easy (Beijing) Technology Co., Ltd. and Jiaxing ZhuoZhi equity investment partnership (limited partnership) proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on Amending Article 106 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association.
8. Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on proposing to remove Ms. Huang Yizhi from the post of secretary of the board of directors of the company.
9. Shareholders Guangzhou Shangrong Investment Consulting Co., Ltd. and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on removing supervisor Guo Lixin and nominating Li Zhen as a candidate for supervisor.
10. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Xu Xiao from the post of deputy general manager of the company and electing Li Xiaoguang as the deputy general manager of the company.
11. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd. are shareholders holding more than 3% of the shares of the company, The following proposal is proposed to be added to the 2021 annual general meeting of shareholders of the company: proposal on removing Ms. Xu Yang from the post of general manager and legal representative of the company, 518034 Guangdong Wuwei lawirm, and electing the current director Mr. Xu Jie as the general manager of the board of directors of Great Wall of culture and concurrently as the legal representative of the company.
12. Mr. Sun Guangming holds a total of 20.10% of the voting rights of the company and proposes to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on the nomination of non independent directors.
13. The shareholders Guangzhou Shangrong Investment Consulting Co., Ltd., Jiaxing ZhuoZhi equity investment partnership (limited partnership) and Xinyu Bangde investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposals: proposal on Amending Article 40 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association, proposal on adding articles of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association Proposal on requesting to review the illegal acts committed during the period when the company’s seal is illegally occupied.
14. The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on selecting the current director Xu jiexiansheng as the chairman of the great wall of culture.
2、 Review opinions of the board of supervisors on temporary proposals
Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: “proposal on removing supervisor Zhang Yi and nominating Zhou Yanhong as supervisor”. Guangdong Wuwei lawfirm of the board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: according to the relevant provisions of the company law and the articles of association, the cumulative voting system shall be adopted for the election of two or more supervisors. The cumulative voting system must be based on the determination of the number of vacancies. The proposer applies to increase the recall proposal and the election proposal to the 2021 annual general meeting of shareholders as the same matter at the same time; Firstly, the election proposal must be based on the premise that the recall proposal is passed. Secondly, there is uncertainty about whether the recall proposal is passed, that is, the number of vacant supervisors cannot be determined, which makes it impossible to confirm whether the cumulative voting system is applicable.
Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and Jiaxing ZhuoZhi equity investment partnership (limited partnership), as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Ms. Xu Miao from the post of supervisor of the company. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: firstly, the employee supervisor Xu Miao has resigned, and secondly, the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
Shareholders Xinyu Bangde investment partnership (limited partnership), Shenzhen pufangda Yuanli Investment Center (limited partnership) and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on proposing to remove Ms. Huang Yizhi from the post of secretary of the board of directors of the company. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: firstly, Ms. Huang Yizhi has resigned as secretary of the board of directors, and secondly, the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
Shareholders Guangzhou Shangrong Investment Consulting Co., Ltd. and anzhuoyi (Beijing) Technology Co., Ltd., as shareholders holding more than 3% of the company’s shares in total, proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: proposal on removing supervisor Guo Lixin and nominating Li Zhen as a candidate for supervisor. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: according to the relevant provisions of the company law and the articles of association, the cumulative voting system shall be adopted for the election of two or more supervisors. The cumulative voting system must be based on the determination of the number of vacancies. The proposer applies to increase the recall proposal and the election proposal to the 2021 annual general meeting of shareholders at the same time; Firstly, the election proposal must be based on the premise that the recall proposal is passed. Secondly, there is uncertainty about whether the recall proposal is passed, that is, the number of vacant supervisors cannot be determined, which makes it impossible to confirm whether the cumulative voting system is applicable.
The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on removing Xu Xiao from the post of deputy general manager of the company and electing Li Xiaoguang as the deputy general manager of the company. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
Shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares in total, proposed to add the following proposal to the 2021 annual general meeting of shareholders of the company: “proposal on removing Ms. Xu Yang from the post of general manager and legal representative of the company and electing the current director Mr. Xu Jie as the general manager of the board of directors of great wall of culture and concurrently as the legal representative of the company”. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
The shareholders Guangzhou Shangrong Investment Consulting Co., Ltd., Jiaxing ZhuoZhi equity investment partnership (limited partnership) and Xinyu Bangde investment partnership (limited partnership) are the shareholders who hold more than 3% of the shares of the company’s 7 zip code: 518034guangdong Wuwei lawirm company, The following proposals are proposed to be added to the 2021 annual general meeting of shareholders of the company: the proposal on Amending Article 40 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association, the proposal on adding the provisions of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association, and the proposal on requesting to review the illegal acts committed during the illegal occupation of the company’s articles of association. The board of supervisors did not agree to submit the proposal to the general meeting of shareholders for the following reasons: the proposal on Amending Article 40 of the The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association does not comply with the relevant provisions of Article 41 of the guidelines for the articles of association of listed companies (revised in 2022); The amendment of the proposal on adding the articles of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of association does not comply with the relevant provisions of Article 151 of the company law; The proposal on requesting to review the illegal acts committed during the period when the company’s charter was illegally occupied does not fall within the scope of deliberation of the general meeting of shareholders.
The shareholders Jiaxing ZhuoZhi equity investment partnership (limited partnership), Xu gaolei and Guangzhou Shangrong Investment Consulting Co., Ltd., as shareholders holding more than 3% of the company’s shares, requested the company’s 2021 annual general meeting to add the following proposal: proposal on selecting the current director Xu jiexiansheng as the chairman of the great wall of culture. The board of supervisors does not agree to submit the proposal to the general meeting of shareholders for the following reasons: the above proposal does not belong to the scope of deliberation of the general meeting of shareholders.
3、 Legality and compliance of not submitting some temporary proposals to the general meeting of shareholders
According to:
Article 41 of the guidelines for the articles of association of listed companies (revised in 2022): “the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law: (1) decide the company’s business policy 8 zip code: 518034guangdong Wuwei lawirm and investment plan; (2) elect and replace non employee representatives
