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. 052301 legal opinion on the legality of changing the convener and chairman of the 2021 annual general meeting of shareholders as the board of supervisors
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”), 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”) and other relevant laws, regulations and normative documents, This legal opinion is issued on the legality of Cultural Great Wall changing the convener and host of the 2021 annual general meeting of shareholders as the board of supervisors.
1、 Convening of the 2021 annual general meeting of shareholders of Cultural Great Wall and relevant progress
According to the announcement of Cultural Great Wall’s public disclosure on cninfo.com (hereinafter referred to as “disclosure”), the convening of its 2021 annual general meeting of shareholders is as follows:
On April 30, 2022, the great wall of culture disclosed the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022092). The great wall of culture plans to convene the 2021 annual general meeting of shareholders on May 24, 2022 to review the work report of the board of directors in 2021, the work report of the board of supervisors in 2021, the financial statement report in 2021, and the report and summary of Guangdong Wuwei lawirm in 2021 Proposals on the company’s shareholder return plan for the next three years, the plan on the company’s profit distribution in 2021, the proposal on the company’s annual remuneration scheme for directors, the proposal on the annual remuneration scheme for members of the company’s board of supervisors, the proposal on making up losses up to one-third of the total paid in capital, etc.
On May 6, 2022, the great wall of culture disclosed the announcement on the resolution of the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022102), and the general meeting of shareholders of the company deliberated and adopted the proposal on proposing to remove Mr. Sun Guangming from the position of director of the company and other proposals.
On May 13, 2022, Cultural Great Wall disclosed the announcement on the board of directors receiving the interim proposal of the general meeting of shareholders (Announcement No.: 2022107) and the supplementary notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022108). According to the interim proposal of shareholders, the proposal on proposing to remove Ms. Zhang Yi from the position of supervisor of the company and the proposal on proposing to remove Ms. Guo Lixin from the position of supervisor of the company were added.
2、 The board of directors of Cultural Great Wall is unable to perform the duty of presiding over the general meeting of shareholders
According to the announcement on the resignation of directors and independent directors of the company (Announcement No.: 2021148), announcement on the resignation of directors of the company (Announcement No.: 2022046), supplementary announcement on the notice of convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022082), annual report in 2021 (Announcement No.: 2022085) disclosed by Cultural Great Wall The announcement on the resolution of the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022102) and the legal opinion of Shanghai Xulun law firm on 3 H&R Century Union Corporation(000892) 022 third extraordinary general meeting of shareholders, etc. from April 12, 2022 (the date of the resolution of the 12th meeting of the Fifth Board of directors Guangdong Wuwei lawirm) to May 15, 2022, the appointment of directors of great wall of culture is as follows:
Serial number name director type position status description
According to the resolution of the third extraordinary general meeting of shareholders in 2022, Chairman Sun Guangming was dismissed
(Announcement No.: 2022102) was dismissed
2. Director Mao Weiping in office/
3. Qian Di’s independent director in office/
4. Vice chairman Zhang Yuchen resigned and applied for resignation on March 25, 2022
Five independent directors resigned from the company and applied for resignation on December 27, 2021
6. Director Xu Jie was in office and was elected as a director on May 6, 2022
7. Li Xiang, an independent director, was elected as an independent director on May 6, 2022
Article 108 of the company law stipulates that a joint stock limited company shall have a board of directors with five to 19 members. Article 106 of The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association (hereinafter referred to as the “articles of association”) stipulates that the board of directors is composed of five directors, of which the number of independent directors shall not be less than one-third of the members of the board of directors.
Accordingly, as of May 15, 2022, there were four serving directors of the board of directors of great cultural wall, namely, Director Mao Weiping, director Xu Jie, independent director Qian Di and independent director Li Xiang. Therefore, the number of in-service directors of Cultural Great Wall does not meet the provisions on the minimum quorum in Article 108 of the company law.
In view of the fact that the number of in-service directors of Cultural Great Wall does not meet the provisions on the minimum quorum in Article 108 of the company law, and the Chairman Sun Guangming has been dismissed on May 6, 2022, and the resignation application of vice chairman Zhang Yuchen also takes effect on May 6, 2022, Culture director 4 Zip Code: 518034 Guangdong Wuwei lawirm City Board of directors has been unable to perform the duty of convening the general meeting of shareholders.
3、 Rationality of Cultural Great Wall changing the convener and moderator of 2021 annual general meeting of shareholders as the board of supervisors
According to Article 101 of the company law, if the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in time. Therefore, the supervisory board of the great wall of culture should timely convene and preside over the 2021 annual general meeting of shareholders.
Lawyers of the firm believe that if the board of directors of the great cultural wall is unable to perform the duty of convening and presiding over the general meeting of shareholders, the board of supervisors of the great cultural wall shall perform the duty of convening and presiding over the general meeting of shareholders; Therefore, the change of the convener and moderator of the 2021 annual general meeting of shareholders by the great wall of culture to the board of supervisors complies with the provisions of the company law, the securities law and other relevant laws, regulations and normative documents.
Guangdong Wuwei law firm
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May 23, 2022
5 zip code: 518034 Guangdong Wuwei lawirm statement:
In order to issue this opinion, our lawyers have followed the principle of diligence and responsibility, and reviewed the materials provided by the company with the professional standard and practice mode recognized by the lawyer industry.
Our lawyers take the documents and materials provided by your company as the basis for judgment; If there are no such documents and materials for individual matters, the oral statements made by the relevant responsible personnel during the interview shall be used as a reference.
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6 zip code: 518034
