Beijing Jindu (Chengdu) law firm
About D&O Home Collection Co.Ltd(002798) Group Co., Ltd
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: D&O Home Collection Co.Ltd(002798) Group Co., Ltd
Beijing Jindu (Chengdu) law firm (hereinafter referred to as the “firm”) is entrusted by D&O Home Collection Co.Ltd(002798) Group Co., Ltd. (hereinafter referred to as the “company”), in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The current effective laws and regulations of the people’s Republic of China (hereinafter referred to as China, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) such as the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) According to the administrative regulations, rules and normative documents and the relevant provisions of the current effective articles of association, a lawyer was appointed to attend the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on February 15, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Articles of association of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. (hereinafter referred to as the articles of association);
2. The announcement of the resolution of the 31st meeting of the Fourth Board of directors of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. published in the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange on January 29, 2022;
3. On January 29, 2022, the company published the announcement of the resolution of the 29th meeting of the Fourth Board of supervisors of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. on the website of securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and Shenzhen Stock Exchange
The notice of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) on the Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange;
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
9. Other meeting documents related to the general meeting of shareholders.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the company’s general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 28, 2022, the 31st meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022, and decided to convene the second extraordinary general meeting of shareholders in 2022 on February 15, 2022.
On February 29, 2021, the notice of the shareholders’ meeting was disclosed on the website of China Securities Times and the China Securities Regulatory Commission.
(II) convening of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Tuesday, February 15, 2022 in the company’s conference room on the 16th floor, block a, international building, No. 19, Tianfu Third Street, middle section of Tianfu Avenue, high tech Zone, Chengdu. The on-site meeting was presided over by Liu Jin, chairman of the company.
The online voting time of this shareholders’ meeting is: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on Tuesday, February 15, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on Tuesday, February 15, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
The lawyers of the firm checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 4 shareholders and shareholder agents attending the company’s general meeting, representing 163193841 voting shares, accounting for 42.1806% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 10 shareholders participated in the online voting of the general meeting of shareholders, representing 803982 voting shares, accounting for 0.2078% of the total voting shares of the company.
Among them, there are 10 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 803982 voting shares, accounting for 0.2078% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 14, representing 163997823 voting shares, accounting for 42.3884% of the total voting shares of the company.
In addition to the above personnel attending the general meeting of shareholders, the personnel attending / attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers of the company and lawyers of the firm.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders shall be verified by the organization provided by the online voting system; We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the members attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the notice of the general meeting of shareholders by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
Voting time of shareholders through the Internet trading system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on applying for comprehensive credit line from the bank in 2022 are as follows: 163949122 shares were agreed, accounting for 99.9703% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 47001 opposed shares, accounting for 0.0287% of the total voting shares of shareholders and proxy representatives attending the meeting; 1700 shares were abstained, accounting for 0.0010% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 755281 shares, accounting for 93.9425% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 47001 shares, accounting for 5.8460% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 1700 shares were abstained, accounting for 0.2114% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the proposal on the prediction of external guarantee amount in 2022 are as follows:
163949022 shares were approved, accounting for 99.9702% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 47101 shares, accounting for 0.0287% of the total voting shares of shareholders and proxy representatives attending the meeting; 1700 shares were abstained, accounting for 0.0010% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 755181 shares, accounting for 93.9301% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 47101 shares, accounting for 5.8585% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 1700 shares were abstained, accounting for 0.2114% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
3. The voting results of the proposal on holding subsidiaries providing guarantees for dealers are as follows:
163949022 shares were approved, accounting for 99.9702% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 47101 shares, accounting for 0.0287% of the total voting shares of shareholders and proxy representatives attending the meeting; 1700 shares were abstained, accounting for 0.0010% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 755181 shares, accounting for 93.9301% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Against 47101 shares, accounting for 5.8585% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 1700 shares were abstained, accounting for 0.2114% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and the number of votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; Legal procedures and voting results of the general meeting of shareholders. (no text below, signature)
