Legal opinion of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
About Shanghai Wondertek Software Co.Ltd(603189)
Of the 2021 annual general meeting
Legal opinion
To: Shanghai Wondertek Software Co.Ltd(603189)
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 the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of China Securities Regulatory Commission, Guohao law firm (Shanghai) accepts the employment of the board of directors of Shanghai Wondertek Software Co.Ltd(603189) (hereinafter referred to as the “company”), Attorneys were appointed to witness the 2021 annual general meeting of the company held on May 23, 2022. Affected by the epidemic of novel coronavirus pneumonia, our attorneys attended and witnessed the general meeting of shareholders through the Internet, and in accordance with the provisions of relevant laws, regulations, normative documents and the articles of association of Shanghai Wondertek Software Co.Ltd(603189) , After reviewing the convening, convening procedures, qualification of attendees, voting procedures and voting results of the general meeting of shareholders, the legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On April 30, 2022, the board of directors of the company issued the notice of the 2021 annual general meeting to the shareholders of the company on the website of Shanghai Stock Exchange and the information disclosure media designated by the CSRC. After verification, the notice specifies the time, method, content and site of the meeting, and explains the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, contact number, name of contact person and the operation process of participating in online voting.
The on-site meeting of the general meeting of shareholders was held from 10:00 a.m. on Monday, May 23, 2022. Affected by the control measures to combat the epidemic of novel coronavirus pneumonia, the board of directors of the company issued a prompt announcement on May 17, 2022, adjusting the on-site meeting to be held by means of communication. Through witness, the time, place and method of the meeting are consistent with those disclosed in the meeting notice.
The online voting time of the general meeting of shareholders through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 23, 2022. The specific time of voting through the Internet voting system of Shanghai Stock Exchange is any time from 9:15 a.m. to 15:00 p.m. on May 23, 2022.
Our lawyers believe that the company published the notice of the meeting 20 days before the convening of the shareholders’ meeting. In addition to the impact of the control measures to combat the epidemic of novel coronavirus pneumonia, the meeting was held in the form of on-site meeting and remote video, the actual time, method and proposal of the shareholders’ meeting were the same as those announced in the notice of the shareholders’ meeting, and the matters submitted to the meeting for consideration, It can be submitted to the general meeting of shareholders for deliberation. The convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association.
2、 Legality and validity of the qualifications of the participants and the convener
1. Shareholders attending the meeting and entrusted agents
The general meeting of shareholders adopts the combination of on-site voting and online voting. Upon the inspection of the lawyers of the exchange, there were 6 shareholders and their agents attending the general meeting of shareholders, representing 131955545 shares, accounting for 48.95% of the total voting shares of the company.
2. Other persons attending the meeting
It is verified that in addition to the above shareholders and entrusted agents, the participants at the meeting also include the company’s directors, supervisors, Secretary of the board of directors and witness lawyers. These personnel are legally qualified to attend the general meeting of shareholders.
3. Convener
It has been verified that the general meeting of shareholders of the company was convened by the board of directors, and the proposal on convening the general meeting of shareholders has been deliberated and adopted at the second meeting of the Fourth Board of directors, which is in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and the qualification of the convener is legal and effective.
3、 Voting procedures and voting results of the general meeting of shareholders
(I) voting procedure
The shareholders’ meeting deliberated on the proposals listed in the meeting notice item by item, and voted by combining on-site voting and online voting. The on-site voting of the general meeting of shareholders shall be monitored and counted by the representatives elected on the spot according to the procedures specified in the articles of association and the rules of the general meeting of shareholders. After the online voting of the shareholders’ meeting, Shanghai Securities Information Co., Ltd. provided the company with the statistical results of the online voting, and the company combined the voting results of on-site voting and online voting.
According to the inspection of our lawyers, there is no temporary proposal at this shareholders’ meeting, and the proposal considered at this shareholders’ meeting is consistent with the deliberation items listed in the notice of this shareholders’ meeting; Failure to vote on matters not listed in the meeting notice; No proposal put on the agenda of the meeting was rejected or amended.
In order to respect the interests of small and medium-sized investors and improve their participation in major matters decided by the general meeting of shareholders of the company, in accordance with the spirit of the document of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110) and the relevant requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association of the company, The shareholders’ meeting adopts separate vote counting by small and medium-sized investors. Small and medium-sized investors refer to shareholders other than the following shareholders: directors, supervisors and senior managers of listed companies; Shareholders who individually or jointly hold more than 5% of the shares of the listed company. (II) voting results
The shareholders’ meeting considered the proposals listed in the meeting announcement item by item by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Review the 2021 annual work report of the board of directors
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
2. Review the 2021 annual work report of the board of supervisors
3. Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting.
The proposal was passed by effective vote.
3. Review the 2021 annual report of independent directors
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
4. Review the financial statement report of 2021
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
5. Review the full text and summary of the 2021 Annual Report
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
6. Review the 2021 profit distribution plan of the company
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
7. Deliberating the proposal on the prediction of daily connected transactions in 2022
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
8. Deliberating the proposal on applying for bank comprehensive credit line
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
9. Deliberating the proposal on renewing the appointment of accounting firms
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
10. Deliberating the proposal on Amending the articles of Association
Voting results: 131955545 shares were approved, accounting for 100% of the voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares attending the meeting. The proposal was passed by effective vote.
It is verified that the proposal considered at the general meeting of shareholders of the company has been considered and adopted at the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors of the company, and the specific contents of the proposal have been published and disclosed in the relevant announcements on the website of Shanghai Stock Exchange and the information disclosure media designated by the CSRC; The general meeting of shareholders of the company voted by open ballot on the matters listed in the notice of the meeting.
Among the above proposals, proposal 10 is a special voting matter, which has been passed by more than 2 / 3 of the effective voting rights held by the shareholders (including shareholders’ agents) who have attended the general meeting of shareholders; The rest are ordinary voting matters, which have been approved by more than 1 / 2 of the voting rights held by the shareholders (including shareholders’ agents) who have attended the general meeting of shareholders.
According to the voting results, the above-mentioned proposals were effectively voted by the shareholders with voting rights attending the meeting. After examination, our lawyers believe that the voting procedures of the general meeting of shareholders of the company comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 There was no new proposal proposed by shareholders at this shareholders’ meeting.
5、 Concluding observations
Through witness, our lawyer confirmed that the convening, convening procedures and voting methods of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association. The personnel attending the meeting have legal and effective qualifications, the qualification of the convener is legal and effective, the voting procedures and results are true, legal and effective, and the resolutions formed by the general meeting of shareholders are legal and effective.
This legal opinion is made in three originals without copies. (the following is the signature page of this legal opinion, without text)
Legal opinion of Guohao law firm (Shanghai)
(there is no text on this page, which is the signature page of legal opinion of Guohao law firm on Shanghai Wondertek Software Co.Ltd(603189) 2021 annual general meeting of shareholders)
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
Li Qiang Miao Chen
Lin Hui
specific date
