11th and 12th floor, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11, 12/F, TaiPing Finance Tower ,6001 Yitian Road, Futian District, Shenzhen, China
Tel.: (86 755) 88265288 fax.: (86 755)88265537
Email: [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Grandjoy Holdings Group Co.Ltd(000031)
Of the third extraordinary general meeting of shareholders in 2021
Legal opinion
Xinda Hui Zi [2021] No. 348 to: Grandjoy Holdings Group Co.Ltd(000031)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by Grandjoy Holdings Group Co.Ltd(000031) (hereinafter referred to as “the company”) to appoint Xinda lawyers to attend the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) to testify the legitimacy of the general meeting of shareholders, And issued the legal opinion of Guangdong Xinda law firm on Grandjoy Holdings Group Co.Ltd(000031) the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the legal opinion of the general meeting of shareholders”).
The legal opinion of the general meeting of shareholders is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company 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”) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting at the general meeting of shareholders”) and other laws, regulations and normative documents, as well as the provisions of the current effective articles of Association (hereinafter referred to as the “articles of association”), And give legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance date of the legal opinion of the general meeting of shareholders. In order to issue the legal opinion of the general meeting of shareholders, Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, and reviewed the relevant documents and materials of the general meeting of shareholders on site. Cinda issues this legal opinion of the general meeting of shareholders based on the following assumptions: the documents and materials related to this legal opinion of the general meeting of shareholders provided by the company to Cinda are true, accurate, complete and effective, do not contain any misleading information, and there are no concealments and omissions.
In this legal opinion of the general meeting of shareholders, Cinda only expresses legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the proposals considered at the general meeting of shareholders and other facts and data related to the proposals.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of the shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 About the convening and convening of this general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the 18th meeting of the 10th board of directors held on December 14, 2021. On December 14, 2021, the board of directors of the company posted on the website of cninfo（ http://www.cn.info.com..cn. ）The notice of Grandjoy Holdings Group Co.Ltd(000031) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “Notice of the meeting”) was issued at the meeting. The notice of the meeting lists the time, place, method, equity registration date, matters to be considered at the meeting, proposal code, meeting registration method, specific operation process of participating in online voting, etc.
The general meeting of shareholders was held by combining on-site voting and online voting. Among them, the on-site meeting of the company’s general meeting of shareholders was held at the media center of COFCO land Plaza, 208 Andingmen street, Beijing at 14:30 on December 30, 2021. The time for online voting through the trading system of Shenzhen stock exchange is the trading time on December 30, 2021, i.e. 9:15 ~ 9:25, 9:30 ~ 11:30, and 13:00 ~ 15:00 p.m; The starting time of voting through the Internet voting system of Shenzhen stock exchange is 9:15 ~ 15:00 on December 30, 2021. The actual time, place and method of the shareholders’ meeting are consistent with the notice of the meeting. Upon the verification of Xinda lawyer, the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting of the general meeting of shareholders and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. Personnel attending the shareholders’ meeting on site
There are 6 shareholders and agents entrusted by shareholders attending the shareholders’ meeting on site, holding 2972735882 shares of the company, accounting for 69.3541% of the total voting share capital of the company, including 4 minority shareholders and agents entrusted by shareholders attending the on-site meeting, representing 3243000 voting shares of your company, Accounting for 0.0757% of the total voting shares of your company. Minority shareholders refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of your company’s shares.
It is verified by Xinda’s lawyer that the above shareholders and their entrusted agents attend the on-site meeting of the general meeting of shareholders and exercise their voting rights legally and effectively.
2. People participating in online voting
According to the data provided to the company by Shenzhen Securities Information Co., Ltd., there were 14 shareholders who effectively voted through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 300680639 shares of the company, accounting for 7.0149% of the total voting shares of the company, Among them, there are 13 minority shareholders participating in online voting and agents entrusted by shareholders, representing 17263107 voting shares of your company, accounting for 0.4027% of the total shares of your company.
The above qualifications of shareholders voting through the online voting system have been authenticated by the trading system and Internet voting system of Shenzhen Stock Exchange.
In conclusion, there are 20 shareholders and proxies entrusted by shareholders participating in the on-site meeting voting and online voting of the general meeting of shareholders, representing 3273416521 voting shares of your company, accounting for 76.3690% of the total shares of your company. Among them, there are 17 minority shareholders and agents entrusted by shareholders, representing 20506107 voting shares of your company, accounting for 0.4784% of the total shares of your company.
3. Other persons attending or attending the shareholders’ meeting as nonvoting delegates
The directors, supervisors, senior managers and Xinda lawyers of the company also attended or attended the shareholders’ meeting as nonvoting delegates.
4. Qualifications of the convener of the general meeting of shareholders
The convener of this shareholders’ meeting is the 10th board of directors of the company, and the qualification of the convener meets the provisions of the company law, the rules of shareholders’ meeting and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
Witnessed by Xinda’s lawyer, the shareholders attending the on-site meeting of the company’s general meeting voted by open ballot on the proposals listed in the company’s announced meeting notice, counted and monitored the votes according to the procedures specified in the articles of association and the rules of the general meeting of shareholders, and counted and published the on-site voting results on the spot.
The company provides shareholders with online voting platform through Shenzhen stock exchange system and Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of online voting at the relevant shareholders’ meeting.
According to the online voting data of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., the company consolidated and counted the voting results of on-site voting and online voting. The specific voting results are as follows:
1.00 proposal on Amending Grandjoy Holdings Group Co.Ltd(000031) articles of Association
This proposal shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. Voting on this proposal:
Yes, I agree against abstention
Proportion in the total number of shares attending the meeting proportion in the total number of shares attending the meeting proportion in the total number of shares with effective voting rights proportion in the total number of shares with effective voting rights proportion in the total number of shares
325401251499.4072% 19404070.5928% 00.0000% yes
Voting of minority shareholders attending the meeting:
Agree against waiver
Proportion of the number of valid shares attending the meeting effective voting shares effective voting shares total number of voting shares proportion of the total number of shares
proportion
1,102,1005.374519,404,00794.6255％00.0000％
2.00 proposal on new guarantee amount for joint ventures
This proposal shall be adopted by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. Voting on this proposal:
Yes, I agree against abstention
Proportion to the total number of shares attending the meeting proportion to the total number of shares with effective voting rights proportion to the total number of shares with effective voting rights proportion to the total number of shares attending the meeting
327029382099.9046% 31212010.0954% 15000.0000% yes
Voting of minority shareholders attending the meeting:
Agree against waiver
The number of shares accounted for the number of shares attending the meeting accounted for the number of shares attending the meeting accounted for the number of shares attending the meeting
Effective voting shares effective voting shares proportion of total effective voting shares proportion of total effective voting shares proportion of total effective voting shares
17,383,40684.7718％3,121,20115.2208％1,5000.0073％
Witnessed by Xinda’s lawyer, the shareholders’ meeting deliberated the proposals listed in the meeting notice. No temporary proposal or new proposal was received at the shareholders’ meeting, and the above proposals have been voted one by one. The above proposal 1.00 has been adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. Proposal 2.00 has been adopted by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. The above proposal is a major issue affecting the interests of small and medium-sized investors as stipulated in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. The company has separately counted and disclosed the votes of small and medium-sized investors.
4、 Concluding observations
To sum up, lawyer Xinda believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting of the general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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