Beijing Guofeng (Shenzhen) law firm
About Shenzhen Jianyi Decoration Group Co.Ltd(002789)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2021
Gflgz [2021] c0153
To: Shenzhen Jianyi Decoration Group Co.Ltd(002789)
According to 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, regulations and normative documents, as well as the Shenzhen Jianyi Decoration Group Co.Ltd(002789) articles of Association (hereinafter referred to as the “articles of association”) ）And other relevant regulations, Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “the firm”) accepted the entrustment of Shenzhen Jianyi Decoration Group Co.Ltd(002789) (hereinafter referred to as “the company”), appointed lawyers to attend the on-site meeting of the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) held by your company, and issued this legal opinion on relevant matters of the general meeting of shareholders.
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 36th meeting of the third board of directors on the information disclosure website designated by the CSRC on December 7, 2021;
2. The notice on convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “Notice of general meeting of shareholders”) published on the information disclosure website designated by the CSRC on December 7, 2021 and on the information disclosure website designated by the CSRC on December 17, 2021 Announcement on changing the time and place of the on-site meeting of the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “notice on changing the time and place of the meeting”)
3. Register of shareholders, identity documents of shareholders and their agents, stock account cards, power of attorney, etc.
Bear corresponding responsibilities for this legal opinion according to law, and may not use this legal opinion for other purposes without the written consent of our lawyer.
According to the requirements of relevant laws, regulations and normative documents, our lawyers have verified and verified the relevant documents and matters provided by your company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
Upon verification by our lawyers, the shareholders’ meeting was decided to be held at the 36th meeting of the third board of directors held on December 6, 2021. 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 December 7, 2021.
Our lawyers believe that the convening method of the 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.
（2） Convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders announced on December 7, 2021, 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 general meeting of shareholders and the notice of change of meeting time and place, 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 considered at the meeting, the participants, the registration method of the meeting and the date of equity registration. The contents of the notice of shareholders’ meeting and the notice of change of meeting time and place comply with the relevant 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 14:30 on Wednesday, December 22, 2021 at Nanhai hall, B1, Nanhai wing, Hilton Nanhai Hotel, Shekou, Shenzhen, No. 1177, Wanghai Road, Nanshan District, Shenzhen as scheduled. The actual time and place of the on-site meeting were the same as those notified in the notice of change of meeting time and place.
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. The specific time for voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on December 22, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on December 22, 2021.
5. The on-site meeting of the general meeting of shareholders was held by Liu Haiyun, 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、 About the qualifications of 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 are responsible for the shareholders attending the on-site meeting of the general meeting of shareholders as of December 16, 2021 (equity registration date) at the closing of the afternoon, the shareholders’ information registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited was checked and verified. A total of 11 shareholders and shareholders’ agents voted on site and online at the meeting, representing 43296543 voting shares of your company, accounting for 27.1242% of the total voting shares of your company. They attended the general meeting of shareholders The shareholders and their agents at the on-site meeting have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
（2） Other personnel attending the shareholders’ meeting
The directors, some supervisors, the Secretary of the board of directors and senior managers of your company and the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
（3） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications 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 and normative documents as well as 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 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: 43287003 shares were approved, accounting for 99.9780% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 9540 opposed shares, accounting for 0.0220% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 2518843 shares, accounting for 99.6227% of the total voting shares held by minority shareholders attending the general meeting of shareholders; 9540 opposed shares, accounting for 0.3773% of the total voting shares held by minority shareholders attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders attending the general meeting.
2. Proposal on early general election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors
(1) Election of Mr. Tang Liang as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43273883, accounting for 99.9477% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2505723, accounting for 99.1038% of the total number of valid voting shares held by minority shareholders attending the meeting.
(2) Election of Mr. Liu Haiyun as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43273883, accounting for 99.9477% of the total number of valid voting shares attending the general meeting of shareholders; Number of shares agreed by minority shareholders: 2505723 shares, accounting for 99.1038% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Election of Ms. Liu Shan as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
(4) Election of Mr. Guo Wei as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
(5) Election of Mr. Zhang Youwen as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
(6) Election of Ms. Zhou Dan as a non independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; Number of shares agreed by minority shareholders: 2498223 shares, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
3. Proposal on early general election of the board of directors and nomination of independent director candidates for the Fourth Board of directors (1) election of Mr. Liu Yuan as independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; Number of shares agreed by minority shareholders: 2498223 shares, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
(2) Election of Mr. Gu Zengcai as an independent director of the Fourth Board of directors of the company
Number of approved shares: 43266383 shares, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
(3) Election of Mr. Sun Wei as an independent director of the Fourth Board of directors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
4. Proposal on early election of the board of supervisors and nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors
(1) Election of Mr. Wu Jianxiang as non employee representative supervisor of the Fourth Board of supervisors of the company
The number of approved shares is 43266384, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498224, accounting for 98.8072% of the total number of valid voting shares held by minority shareholders attending the meeting.
(2) Election of Mr. Jian Biao as a non employee representative supervisor of the Fourth Board of supervisors of the company
The number of approved shares is 43266383, accounting for 99.9303% of the total number of valid voting shares attending the general meeting of shareholders; The number of shares agreed by minority shareholders was 2498223, accounting for 98.8071% of the total number of valid voting shares held by minority shareholders attending the meeting.
5. Proposal on allowance for independent directors of the Fourth Board of directors of the company
Voting: 43266383 shares were approved, accounting for 99.9303% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 30160 opposed shares, accounting for 0.0697% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 2498223 shares agreed, accounting for 98.8071% of the total voting shares held by minority shareholders attending the general meeting of shareholders; 30160 opposed shares, accounting for 1.1929% of the total voting shares held by minority shareholders attending the shareholders’ meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders attending the general meeting.
6. Proposal on borrowing from related parties and related party transactions
Voting: 6715867 shares were approved, accounting for 99.8581% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 9540 opposition shares, accounting for 0.1419% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Abstention of 0 shares (including default abstention of 0 shares due to non voting), accounting for 0.0000% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 2518843 shares, accounting for 99.6227% of the total voting shares held by minority shareholders attending the general meeting of shareholders; Against 9540 shares, accounting for the voting shares held by minority shareholders attending the shareholders’ meeting
