Beijing Jindu (Chengdu) law firm
About D&O Home Collection Co.Ltd(002798)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: D&O Home Collection Co.Ltd(002798)
Beijing Jindu (Chengdu) law firm (hereinafter referred to as the firm) is entrusted by D&O Home Collection Co.Ltd(002798) (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) Within the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding 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 current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the current effective articles of association, lawyers were appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on January 13, 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 The D&O Home Collection Co.Ltd(002798) articles of Association (hereinafter referred to as the articles of association);
2. The company published the announcement of the resolution of the 30th meeting of the D&O Home Collection Co.Ltd(002798) Fourth Board of directors on the website of securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and Shenzhen Stock Exchange on December 29, 2021;
3. On December 29, 2021, the company published the notice of D&O Home Collection Co.Ltd(002798) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of shareholders’ meeting) on the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange; 4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
5. Registration records and voucher materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the company’s general meeting of shareholders and the announcement and other documents related to the contents of relevant proposals;
8. 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 personnel attending the general meeting of shareholders, the qualifications of conveners and 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 the general meeting of shareholders 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, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to 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 December 28, 2021, the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 30th meeting of the Fourth Board of directors of the company, and it was decided to convene the first extraordinary general meeting of shareholders in 2022 on January 13, 2022.
On December 29, 2021, the company announced the notice of shareholders’ meeting on the information disclosure platforms designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange.
(II) convening of the 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 Thursday, January 13, 2022 in the company’s conference room, 16 / F, 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 Chen Wei, vice chairman of the company.
The online voting time of the general meeting of shareholders 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 Thursday, January 13, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on Thursday, January 13, 2022.
After verification by our lawyers, 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
Our lawyers 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 5 shareholders and shareholder agents attending the company’s general meeting, representing 162094623 voting shares, accounting for 41.8965% 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., 13 shareholders participated in the online voting of the general meeting of shareholders, representing 810882 voting shares, accounting for 0.2096% of the total voting shares of the company.
Among them, there are 14 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 810982 voting shares, accounting for 0.2096% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 18, representing 162905505 voting shares, accounting for 42.1061% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending / attending the on-site meeting of the shareholders’ meeting 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 Provisions of the rules of general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the 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.
The 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.
Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ 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 moderator 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 changing the company name and amending the articles of association are as follows:
162860304 shares were approved, accounting for 99.9723% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 45101 shares, accounting for 0.0277% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain 100 shares, accounting for 0.0001% of the total voting shares of shareholders and shareholder proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 765781 shares, accounting for 94.4264% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 45101 shares, accounting for 5.5613% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 100 shares were abstained, accounting for 0.0123% 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 the shareholders and their agents attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, 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; The voting procedures and results of this general meeting of shareholders are legal and valid. (there is no text below, which is the signature page)
(this page is the signature page of the witness opinion of the general meeting of shareholders, without text)
Handling lawyer of Beijing Jindu (Chengdu) law firm: Liu Hu
Zhang Yan
Unit leader: Lu Yong
January 13, 2022
