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. 052303 legal opinion on the matters involved in the letter of concern for Guangdong Great Wall Culture Group Co., Ltd. issued by Shenzhen Stock Exchange to: The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089)
Entrusted by The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) (hereinafter referred to as "Cultural Great Wall", "listed company" or "company"), Guangdong Wuwei law firm (hereinafter referred to as "the firm") expressed legal opinions on the matters involved in the letter of concern on The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) received by the Cultural Great Wall on May 12, 2022 by the management department of GEM companies of Shenzhen Stock Exchange (GEM concern letter [2022] No. 237). After verification, our lawyers have issued this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
(1) Your company is requested to supplement the number of directors currently in office and whether they comply with the provisions of Article 108 of the company law on the minimum quorum of directors, and, in combination with the provisions of Article 46 of the rules for the general meeting of shareholders of listed companies, whether the resolution of the general meeting of shareholders to remove sun Guangming from his post is legal and effective. Ask a lawyer to check and express clear opinions. (I) the number of directors currently in office and whether they comply with the provisions of Article 108 of the company law on the minimum quorum of directors
According to "guan2" published by the great wall of culture on cninfo.com (hereinafter referred to as "disclosure"), zip code: 518034
GUANGDONG WUWEI LAWFIRM
In 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) 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 the third extraordinary general meeting of shareholders in 2022 of Guangdong Great Wall Group Co., Ltd. from April 12, 2022 (the date of the resolution of the 12th meeting of the Fifth Board of directors) to May 23, 2022, the appointment of directors of great wall of culture is as follows:
Preface name director type position status description
number
He was dismissed according to the announcement of Chairman Sun Guangming's decision to dismiss from office at the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022102)
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
Paragraph 1 of 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 The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) articles of Association (announced on May 21, 2021, 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 23, 2022, there were four serving directors of the board of directors of great cultural wall, namely Mao Weiping and Xu Jie, and independent directors Qian Di and Li Xiang. Therefore, cultural great wall 3 zip code: 518034
The number of current directors of Guangdong Wuwei lawfiirm does not comply with the provisions of Article 108 of the company law on the minimum quorum of the board of directors.
(II) whether the resolution of the general meeting of shareholders to remove sun Guangming from the position of director is legal and effective
According to the announcement publicly disclosed by Cultural Great Wall from April 12, 2022 to April 28, 2022, the convening and convening procedures of the general meeting of shareholders of Cultural Great Wall to remove sun Guangming from the position of director are as follows: on April 11, 2022, Cultural Great Wall held the 12th meeting of the Fifth Board of directors, deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022, and proposed to convene the third extraordinary general meeting of shareholders in 2022 on May 6, 2022.
On April 28, 2022, the board of directors of great cultural wall issued the announcement on the receipt of the interim proposal of the general meeting of shareholders by the board of directors (Announcement No.: 2022081), adding the deliberation on the proposal on the removal of Mr. Sun Guangming from the office of director of the company, that is, the removal of sun Guangming (the actual controller) from the office of director is an interim proposal proposed by the shareholders; On the same day, the board of directors of great cultural wall disclosed the supplementary announcement on the notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022082).
On the afternoon of May 6, 2022, the great wall of culture held the third extraordinary general meeting of shareholders in 2022 and disclosed the announcement of the resolution of the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022102). On the same day, the great wall of culture disclosed the legal opinion of Shanghai Xulun law firm on the third extraordinary general meeting of shareholders in 3 H&R Century Union Corporation(000892) 022.
Therefore, we believe that the resolution of the third extraordinary general meeting of shareholders of the Cultural Great Wall in 2022 is valid in accordance with the law of the people's Republic of China (zip code: 518034 Guangdong Wuwei lawirm).
(2) In combination with articles 96 and 100 of the guidelines for the articles of association of listed companies, article 4.2.3 of the GEM Listing Rules and article 3.2.11 of the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies, your company is requested to supplement the effective time of sun Guangming's dismissal as a director, whether the resignation of Zhang Congjian and Zhang Yuchen is effective and whether they continue to perform their duties as directors. Ask a lawyer to check and express clear opinions. reply:
(I) effective time of sun Guangming's dismissal as a director
According to the 2021 annual report disclosed by Cultural Great Wall on April 30, 2022, sun Guangming served as the chairman of the company from April 30, 2021 to April 30, 2024. According to the announcement on the resolution of the third extraordinary general meeting of shareholders in 2022 and other documents disclosed by the Cultural Great Wall on May 6, 2022, the third extraordinary general meeting of shareholders of the Cultural Great Wall deliberated and approved the proposal on requesting the removal of Mr. Sun Guangming from the position of director of the company, and removed sun Guangming from the position of director.
Article 4.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange (revised in 2020) stipulates that the directors of listed companies shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of a director shall not exceed three years, and he may be re elected upon expiration of his term of office. Paragraph 1 of article 96 of the articles of association stipulates that directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of the directors is three years, and they can be re elected upon expiration of their term of office. Based on the above provisions, the general meeting of shareholders of a listed company may remove directors from their positions before the expiration of their term of office.
GUANGDONG WUWEI LAWFIRM
We note that paragraph 2 of Article 45 of the company law and article 3.2.11 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies stipulate that under the circumstances that the number of board members is lower than the quorum due to the resignation of directors during their term of office, the original directors shall still perform their duties before the re elected directors take office, which is only applicable to the resignation of directors.
At the same time, Article 3 of the provisions of the Supreme People's Court on Several Issues concerning the application of the company law of the people's Republic of China (V) stipulates that if a director is removed from office by an effective resolution of the shareholders' meeting or the shareholders' meeting before the expiration of his term of office, and his claim for removal has no legal effect, the people's court will not support it. Accordingly, if a director is dismissed by a valid resolution of the general meeting of shareholders before the expiration of his term of office, the dismissal shall have legal effect.
In addition, the proposal on the removal of Mr. Sun Guangming as a director of the company contained in the announcement on the receipt by the board of directors of the interim proposal of the general meeting of shareholders disclosed by Cultural Great Wall on April 28, 2022 considers that "Mr. Sun Guangming is no longer suitable to serve as a director of the company and is hereby proposed to be removed by the general meeting of shareholders under the condition that it can be reasonably expected that the removal of Mr. Sun Guangming's director will lead to less than a quorum after it takes effect", There is no expression of intention that the number of members of the board of directors is lower than the quorum after sun Guangming's dismissal, and that sun Guangming should still perform his duties as a director before the re elected director takes office.
Moreover, article 3.2.13 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies stipulates that if there are specific circumstances for directors, the relevant directors shall immediately stop performing their duties and the company shall remove them in accordance with the corresponding provisions; The relevant director Guangdong Wuwei lawfirm shall be dismissed but still not dismissed. If he participates in the meeting of the board of directors and votes, his voting result shall be invalid. There is no arrangement in article 3.2.11 that "if the number of members of the board of directors is lower than the quorum, the original directors shall still perform their duties before the re elected directors take office". That is, "before the re elected directors take office, the original directors shall still perform their duties as directors" does not necessarily apply to "the number of members of the board of directors is less than the quorum".
Therefore, we tend to believe that the Cultural Great Wall held the third extraordinary general meeting of shareholders in 2022 on May 6, 2022, deliberated and adopted the proposal on requesting the removal of Mr. Sun Guangming from the office of director of the company, and the effective time of sun Guangming's removal from the office of director is the date of adoption of the resolution of the general meeting of shareholders, i.e. May 6, 2022.
(II) whether the resignation of Zhang Congjian and Zhang Yuchen is effective and whether they continue to perform their duties as directors
According to the announcement on the resignation of directors of the company (Announcement No.: 2022046) and the announcement on the resignation of directors and independent directors of the company (Announcement No.: 2021148) disclosed by Cultural Great Wall, director Zhang Yuchen applied for resignation on March 25, 2022 and independent director Zhang Congjian applied for resignation on December 27, 2021.
Paragraph 2 of Article 45 of the company law stipulates that if the number of members of the board of directors is lower than the quorum due to the resignation of directors during their term of office, the original directors shall still perform their duties in accordance with laws, administrative regulations and the articles of association before the re elected directors take office. According to article 3.2.11 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the resignation of directors causes the number of members of the board of directors to be lower than the legal minimum If the number of independent directors is less than one-third of the members of the board of directors or there are no accounting professionals among the independent directors due to the resignation of the independent director 7 post code: 518034 Guangdong Wuwei lawfirm, the resignation report shall not take effect until the next director fills the vacancy caused by his resignation.
According to the above provisions, the resignation of Zhang Congjian, an independent director of Great Wall culture, and Zhang Yuchen, a director of Great Wall culture, has resulted in the number of members of the board of directors being lower than the minimum quorum, and there are no accounting professionals among the independent directors. The resignation report of Zhang Congjian, an independent director, and Zhang Yuchen, a director of Great Wall culture, shall not take effect until the next director fills the vacancy arising from their resignation.
According to the announcement on the resolution of the third extraordinary general meeting of shareholders in 2022 disclosed by Cultural Great Wall on May 6, 2022, the general meeting deliberated and adopted the proposal on the nomination of independent directors and the proposal on the nomination of non independent directors, elected Xu Jie as a director and Li Xiang as an independent director, and filled the resignation vacancies of director Zhang Yuchen and independent director Zhang Congjian accordingly.
In conclusion, the resignation of independent director Zhang Congjian and director Zhang Yuchen took effect when the third extraordinary general meeting of shareholders in 2022 was held on the afternoon of May 6, 2022.
(3) Your company, in combination with the number and composition of currently serving directors, the minimum quorum of directors and the requirements of independent directors, please supplement the follow-up arrangements for the by election of directors and whether the meeting of the board of directors held before the by election of directors is legal and effective. If not, please supplement
