Beijing Guofeng (Shenzhen) law firm
About Shenzhen Jianyi Decoration Group Co.Ltd(002789)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. c0019
To: Shenzhen Jianyi Decoration Group Co.Ltd(002789)
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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws According to the relevant provisions of laws and regulations, normative documents and Shenzhen Jianyi Decoration Group Co.Ltd(002789) articles of Association (hereinafter referred to as the “articles of association”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as the “firm”) accepts the entrustment of Shenzhen Jianyi Decoration Group Co.Ltd(002789) (hereinafter referred to as the “company”), Witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) held by your company and issue this legal opinion on relevant matters. Affected by covid-19 epidemic, our lawyers witnessed the shareholders’ meeting by video.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the original or photocopy of the relevant documents provided by your company, including but not limited to:
1. Your company published the announcement on the resolution of the third meeting of the Fourth Board of directors on the information disclosure website designated by the CSRC on February 15, 2022;
2. The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the general meeting of shareholders”) published by your company on the information disclosure website designated by the CSRC on February 15, 2022; 3. Register of shareholders, identity documents of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
We have checked and verified the relevant documents and matters provided by your company in accordance with the business standards, ethics and the spirit of diligence. Now we issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the verification of our lawyers, the shareholders’ meeting was decided to be held at the third meeting of the Fourth Board of directors held on February 14, 2022. The board of directors of your company published the notice of shareholders’ meeting in the form of announcement on the information disclosure website designated by the CSRC on February 15, 2022.
Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the provisions of the company law and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders announced on February 15, 2022, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the session of the meeting, the convener of the meeting, the way of the meeting, the time of the meeting, the place of the meeting, the matters to be considered at the meeting, the participants of the meeting, the method of meeting registration and the date of equity registration. The contents of the notice of the general meeting of shareholders comply with the provisions of the articles of association.
3. The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at 15:00 on March 2, 2022 (Wednesday) in the company conference room on the 19th floor of Jianyi building, Zhenxing Road, Futian District, Shenzhen as scheduled. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Among them, the specific time of voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on March 2, 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 March 2, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Tang Liang, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
The lawyers of the firm checked and verified the information of the shareholders attending the on-site meeting of the general meeting of shareholders and the shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of February 23, 2022 (equity registration date). A total of 7 shareholders and shareholder agents voted on the spot and online at the meeting, Representing 51994713 voting shares of your company, accounting for 325733% of the total voting shares of your company. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) other personnel attending the general meeting of shareholders
The directors, supervisors, Secretary of the board of directors and senior managers of your company and the lawyers witnessed by our firm attended or attended the on-site meeting of the general meeting of shareholders on site or by video.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualification of shareholders, shareholders’ agents and other personnel attending the on-site meeting of the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and shareholders’ agents attending the on-site meeting of the shareholders’ meeting deliberated on the proposal listed in the notice of the shareholders’ meeting and voted on the proposal by open ballot. Two shareholders’ representatives, supervisors’ representatives and our lawyers who have no interest in the matters under consideration are jointly responsible for vote counting and supervision.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Proposal on Amending the articles of Association
Voting: 51993073 shares were approved, accounting for 999968% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 1640 opposed shares, accounting for 0.0032% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
2. Proposal on electing Ms. Yan Ruzhen as a director of the Fourth Board of directors
Voting: 51993073 shares were approved, accounting for 999968% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 1640 opposed shares, accounting for 0.0032% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders: 271220 shares agreed, accounting for 993990% of the total voting shares held by minority shareholders attending the general meeting of shareholders; 1640 opposed shares, accounting for 0.6010% of the total voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by minority shareholders attending the general meeting of shareholders
3. Proposal on electing Ms. Li Xuehui as a supervisor of the Fourth Board of supervisors
Voting: 51993073 shares were approved, accounting for 999968% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 1640 opposed shares, accounting for 0.0032% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders: 271220 shares agreed, accounting for 993990% of the total voting shares held by minority shareholders attending the general meeting of shareholders; 1640 opposed shares, accounting for 0.6010% of the total voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by minority shareholders attending the general meeting of shareholders
According to the counting of the on-site voting results by the vote counting and scrutinizing representatives and the inspection of our lawyers, and the combined statistics of the on-site voting and online voting results, the shareholders’ meeting voted on the proposals listed in the notice of shareholders’ meeting, and announced the voting results on the spot. The above proposals were passed, of which: (1) proposal 1 is a special resolution, Approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting; (2) 3. The voting situation of the proposal involving the interests of small and medium-sized investors is significant. 3. Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the procedures for convening and convening the first extraordinary general meeting of shareholders in 2022, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association. The voting result of this general meeting of shareholders is legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen Jianyi Decoration Group Co.Ltd(002789) 2022)
Handling lawyer of Beijing Guofeng (Shenzhen) law firm:
Person in charge: Jin Jun, he Qian
Luo Yiping
March 2, 2022
