Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi'an, Nanjing, Nanning, Jinan, Hong Kong, Paris, Madrid, Silicon Valley
27th floor, Jiadi center, No. 968 West Beijing Road, Shanghai 200041, China
27F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 52341668 Fax: + 86 21 52341670
Website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Vohringer Home Technology Co.Ltd(603226)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Vohringer Home Technology Co.Ltd(603226)
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) accepted the invitation of the board of directors of Vohringer Home Technology Co.Ltd(603226) (hereinafter referred to as "the company"), appointed lawyers to attend and witness the on-site meeting of the first extraordinary general meeting of shareholders in 2022 held by the company on January 20, 2022, and in accordance with relevant laws, regulations The provisions of normative documents and the articles of Association (hereinafter referred to as the "articles of association") have reviewed the convening and convening procedures, attendance qualifications, voting procedures and other matters of the general meeting of shareholders. The legal opinions are as follows: I. convening and convening procedures of the general meeting of shareholders
On January 5, 2022, the board of directors of the company issued the notice of the first extraordinary general meeting of shareholders in 2022 to the shareholders of the company on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and cninfo.com. 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, contact name and operation process of online voting.
The on-site meeting of the general meeting of shareholders will be held at Vohringer Home Technology Co.Ltd(603226) (on-site meeting place: JW Marriott Hotel conference room, Oriental beauty Valley, Shanghai) from 2:00 p.m. on Thursday, January 20, 2022. The time, place and other matters of the meeting are consistent with those disclosed in the meeting notice.
The time for online voting through the trading system of Shanghai Stock Exchange at this general meeting of shareholders is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 20, 2022; The specific time of voting through the Internet voting platform is any time from 9:15 a.m. to 15:00 p.m. on January 20, 2022.
Our lawyers believe that the company has published the notice of the meeting 15 days before the convening of the general meeting of shareholders. The actual time, place, method and proposal of the meeting are consistent with the time, place, method and matters submitted to the meeting in the notice of the general meeting of shareholders, and 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. According to the examination of the shareholder's shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate submitted by the personnel attending the shareholders' meeting, as well as the data provided by the information network Co., Ltd. of Shanghai Stock Exchange, A total of 10 shareholders, entrusted agents and shareholders voting through the Internet attended the shareholders' meeting, representing 203473100 shares of the company, accounting for 74.4082% 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 is 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 was deliberated and adopted at the 12th meeting of the 5th board of directors, which is in line with the provisions of relevant laws, regulations, normative documents and the articles of Association, and the convener's qualification is legal and effective.
3、 Voting procedures and voting results of the general meeting of shareholders
(I) voting procedure
The shareholders' meeting deliberated the proposals listed in the meeting notice item by item, and voted in the combination of 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 general meeting of shareholders, 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.
The meeting did not vote on matters not listed in the meeting notice; No proposals put on the agenda of the meeting were 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 opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) issued by the general office of the State Council and the relevant requirements of the articles of association, 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) matters to be considered at the general meeting of shareholders
The shareholders' meeting considered the proposals listed in the meeting announcement by combining on-site voting and online voting, and considered and adopted the following proposals:
1. Proposal on Vohringer Home Technology Co.Ltd(603226) board of directors replacing independent directors.
1.01 Li Lanzhou
1.02 Li Shihong
It is verified that the proposal considered at the general meeting of shareholders of the company has been considered and adopted at the 12th meeting of the 5th board of directors of the company, and the specific contents of the proposal have been published and disclosed on the website of Shanghai Stock Exchange and relevant announcements of information disclosure media designated by CSRC; The general meeting of shareholders of the company voted by open ballot on the matters listed in the meeting notice.
The above proposal will count the votes of small and medium-sized investors separately and disclose them publicly.
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 on-site witness, our lawyer confirmed that the convening, convening procedures and voting methods of the general meeting of shareholders comply with the company law, securities law, 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, and the voting procedures and results are true, legal and effective, The resolutions formed at this shareholders' meeting are legal and valid.
This legal opinion is made in three originals without copies. (the following is the signature page of this legal opinion, without text)
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on Vohringer Home Technology Co.Ltd(603226) the first extraordinary general meeting of shareholders in 2022)
Guohao law firm (Shanghai)
Principal: Handling lawyer:
Li Qiang, he Jiayue
Miao Chen
specific date
