Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 010-50867666 Fax: 010-65527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Guangdong Guanhao High-Tech Co.Ltd(600433)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Guanhao High-Tech Co.Ltd(600433)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Guangdong Guanhao High-Tech Co.Ltd(600433) Technology Co., Ltd. (hereinafter referred to as “the company”), The lawyer of the firm was appointed to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”) held by the company at No. 313 Donghai Avenue, Donghai Island, Zhanjiang City, Guangdong Province on January 17, 2022.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange (revised in 2015), and other current laws of China This legal opinion is issued in accordance with the provisions of laws, regulations and other normative documents (hereinafter referred to as “Chinese laws and regulations”) and the Guangdong Guanhao High-Tech Co.Ltd(600433) articles of Association (hereinafter referred to as “the articles of association”) on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the documents related to the meeting provided by the company, including but not limited to the articles of association, the notice of the company convening the meeting, the proposals and resolutions of the seventh meeting of the eighth board of directors, the proposals and resolutions of the fifth meeting of the eighth board of supervisors, and the public statements and explanations published according to the above resolutions, Attended the meeting as nonvoting delegates.
With regard to this legal opinion, we and our lawyers hereby declare as follows:
(1) In this legal opinion, we and our lawyers only give legal opinions after reviewing and witnessing the convening and convening procedures of the meeting, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting, They will not express their opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts and data involved in the proposals. The reference to such facts and data in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and facts. We and our lawyers are not qualified to verify and evaluate the contents of such data and facts.
(2) The firm and its lawyers have strictly performed their statutory duties in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(3) The company has guaranteed and promised the lawyers of the firm that the documents, materials, instructions and other information (hereinafter collectively referred to as “documents”) or oral testimony issued or provided by them related to the meeting are true, valid, accurate and complete, the relevant copies or copies are consistent with the original, and the signatures and seals on all documents are true, There is no false, misleading statement or material omission in any document or fact issued or provided. The accuracy and authenticity of any commitment, explanation or confirmation made by the company and the information provided will be trusted by the exchange, and the company shall be responsible for the authenticity, accuracy and completeness of its commitment, explanation or confirmation.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the written consent of the firm and its lawyers. Based on the above, our lawyers, in accordance with the requirements of Chinese laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the seventh meeting of the eighth board of directors of the company.
According to the information released by the company on the website of Shanghai Stock Exchange on January 1, 2022（ http://www.sse.com.cn. ）According to the Guangdong Guanhao High-Tech Co.Ltd(600433) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”), the board of directors of the company notified all shareholders in the form of announcement 15 days before the convening of the meeting, including the convener, meeting method, meeting time, meeting place, equity registration date, meeting deliberations, participants The registration method of the meeting and other matters such as the contact person and contact information of the meeting were disclosed.
There were 6 proposals at the meeting, including the proposal on the company’s 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the management measures for the company’s 2021 restricted stock incentive plan (Revised Draft), the proposal on the management measures for the implementation and assessment of the company’s 2021 fixed-term stock incentive plan (Revised Draft) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan (Revised Version), proposal on formulating the guarantee management system, and proposal on electing supervisors of the company. The main contents of the above proposals have been announced and have been deliberated and adopted at the 7th Meeting of the 8th board of directors and the 5th meeting of the 8th board of supervisors.
On January 8, 2022, the company disclosed the meeting materials of the first extraordinary general meeting of shareholders in Guangdong Guanhao High-Tech Co.Ltd(600433) 2022 on the website of Shanghai Stock Exchange.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of the meeting was held on January 17, 2022 in the conference room of the company at No. 313, Donghai Avenue, Donghai Island, Zhanjiang City, Guangdong Province. The time, place and method of the meeting were consistent with the notice of the meeting. The meeting was presided over by Xie Xianlong, chairman of the company.
The company provides shareholders with a voting platform in the form of network through the trading system of Shanghai Stock Exchange and the Internet voting system. The online voting time of this meeting is from January 17, 2022 to January 17, 2022. The interval between the equity registration date and the online voting start date of this meeting is more than 2 trading days. Among them, the specific time for online voting through the trading system of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting system is 9:15-15:00 on the day of the general meeting of shareholders.
In conclusion, our lawyers believe that the meeting was held as scheduled at the place and date specified in the announcement, and its convening and convening procedures comply with Chinese laws and regulations and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of the meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of Chinese laws and regulations and the articles of association. (II) shareholders and their proxies attending the meeting
A total of 17 shareholders and shareholders’ agents attended the meeting, representing 808442837 voting shares of the company, accounting for 44.6627% of the total voting shares of the company.
1. Shareholders and / or shareholders’ proxies attending on-site meetings
According to the register of shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on the afternoon of January 10, 2022, as well as the signature book, power of attorney and relevant shareholder identity documents of shareholders attending the on-site meeting, The lawyers of the firm checked the qualifications of shareholders’ representatives attending the on-site meeting.
It is verified that there are 5 shareholders and / or shareholder agents attending the on-site meeting of the meeting, and 805769829 shares representing the voting shares of the company, accounting for 44.5150% of the total voting shares of the company. 2. Shareholders participating in online voting
According to the data provided by SSE Information Network Co., Ltd., there were 12 shareholders and / or shareholder agents who effectively voted through the online voting system during the online voting time, representing 2673008 voting shares of the company, accounting for 0.1477% of the total voting shares of the company.
The identity of shareholders who voted online at this meeting shall be verified and confirmed by SSE Information Network Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, a total of 15 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, and 106027549 shares representing the voting shares of the company, accounting for 5.8575% of the total voting shares of the company.
(III) other personnel attending and attending the meeting as nonvoting delegates
Affected by the epidemic of new-type coronary pneumonia, some directors, supervisors and Secretary of the board of directors of the company attended the meeting on site or video, and some senior managers of the company and lawyers of the firm attended the meeting on site or video.
In conclusion, our lawyers believe that the qualification of the convener of this meeting meets the provisions of Chinese laws and regulations and the articles of association, and the personnel attending or attending this meeting as nonvoting delegates meet the provisions of Chinese laws and regulations and the articles of association. These personnel have legal and effective qualifications.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
In accordance with Chinese laws and regulations and the articles of association, the meeting adopted a combination of on-site voting and online voting.
1. Live voting
The on-site meeting of this meeting adopted the method of on-site open ballot, and the shareholder representatives considered all proposals.
The on-site voting was counted and monitored according to the procedures specified in the articles of association, and the on-site voting results were announced on the spot.
2. Online voting
SSE Information Network Co., Ltd. made statistics on the online voting of this meeting and provided the voting results to the company.
(II) voting results of this meeting
The on-site voting of this meeting shall be jointly counted and monitored by two shareholders’ representatives, one supervisor’s representative and our lawyer. For proposals involving the interests of small and medium-sized investors, the meeting adopts the method of separate vote counting for small and medium-sized investors.
After the voting of this meeting, the company consolidated and counted the voting results of on-site and online voting to form the final voting results of this meeting. The specific results are as follows:
1. The proposal on the company’s 2021 restricted stock incentive plan (Revised Draft) and its summary was deliberated and adopted
Voting results: 807884729 shares were approved, accounting for 99.9309% of the total number of valid voting shares attending the meeting; 558108 opposed shares, accounting for 0.0691% of the total number of valid voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 105469441 shares were agreed, accounting for 99.4736% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 558108 shares, accounting for 0.5264% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained from 0 shares and agreed shares accounted for 0% of the total effective voting shares of small and medium-sized investors attending the meeting.
2. The proposal on the measures for the administration of the company’s restricted stock incentive plan in 2021 (Revised Version) was deliberated and adopted
Voting results: 807884729 shares were approved, accounting for 99.9309% of the total number of valid voting shares attending the meeting; 558108 opposed shares, accounting for 0.0691% of the total number of valid voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 105469441 shares were agreed, accounting for 99.4736% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 558108 shares, accounting for 0.5264% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained from 0 shares and agreed shares accounted for 0% of the total effective voting shares of small and medium-sized investors attending the meeting.
3. The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 (Revised Version) was deliberated and adopted
Voting results: 807884729 shares were approved, accounting for 99.9309% of the total number of valid voting shares attending the meeting; 558108 opposed shares, accounting for 0.0691% of the total number of valid voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 105469441 shares were agreed, accounting for 99.4736% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 558108 shares were opposed, accounting for the majority of those attending the meeting
