11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017 Tel.: (86755) 88265288 fax.: （86755）88265537
Website: http://www.shujin.cn.
About Guangdong Jiayuan Technology Co.Ltd(688388)
Witness legal opinion of the first extraordinary general meeting of shareholders in 2022
Xinda Kehui Zi (2022) No. 002 to: Guangdong Jiayuan Technology Co.Ltd(688388)
Entrusted by Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “the company”), Guangdong Xinda law firm (hereinafter referred to as “the firm”) appointed lawyer Zhao Ya and lawyer Li Jiayun to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company and carried out necessary verification. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, other relevant laws, regulations, rules and normative documents, and the Guangdong Jiayuan Technology Co.Ltd(688388) articles of Association (hereinafter referred to as the “articles of Association”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Express the following legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants and conveners, voting procedures and voting results.
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon inspection:
1. The general meeting of shareholders was convened by the 4th board of directors of the company. In order to convene this general meeting of shareholders, the company held the 24th Meeting of the 4th board of directors on December 28, 2021, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On December 29, 2021, the board of directors of the company issued Guangdong Jiayuan Technology Co.Ltd(688388) notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by Shanghai Stock Exchange. The aforesaid notice of the meeting stated the time, place and equity registration date of the general meeting of shareholders, and listed the proposals submitted to the general meeting for deliberation.
(II) convening of the general meeting of shareholders
The general meeting of shareholders is held by on-site meeting and communication meeting. The on-site meeting of the general meeting of shareholders is held at 14:30 p.m. on January 13, 2022 in the conference room on the first floor of Guangdong Jiayuan Technology Co.Ltd(688388) office building, wenshe village, Yanyang Town, Meixian District, Meizhou City, Guangdong Province. The chairman of the company, Mr. Liao Pingyuan, was unable to attend the meeting on duty. Through the joint recommendation of more than half of the directors of the company, the general meeting of shareholders was presided over by Ms. Liu Shaohua, director of the company. The general meeting of shareholders conducted online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
It is verified that the actual time, place and content of the shareholders’ meeting are consistent with those in the notice and announcement of the meeting. Xinda lawyer believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
According to the notice and announcement of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are the shareholders holding the company’s shares registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their entrusted agents, the directors, supervisors and senior managers of the company and the lawyers hired by the company as of the afternoon closing of January 6, 2022.
1. Shareholders and their agents attending the on-site meeting of the general meeting of shareholders
According to the identity certificates, authorization certificates and relevant materials of shareholder registration of shareholders and shareholder agents attending the meeting, there are 3 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 76978345 effective voting shares, accounting for 32.8697% of the total voting shares of the company. 2. Shareholders participating in online voting
According to the statistical results of online voting, a total of 13 shareholders voted through the online voting system at the shareholders’ meeting, representing 3101132 effective voting shares, accounting for 1.3242% of the total voting shares of the company. The identity of such shareholders voting through the online voting system shall be verified by the identity verification institution.
In conclusion, 16 shareholders participated in the on-site and online voting of the general meeting of shareholders, holding a total of 80079477 voting shares, accounting for 34.1939% of the total voting shares of the company.
Xinda lawyer believes that the above shareholders and their proxies attend the general meeting of shareholders and exercise their voting rights legally and effectively.
3. Other personnel attending the shareholders’ meeting
Other persons attending the shareholders’ meeting include directors, supervisors, senior managers, securities affairs representatives of the company and Xinda lawyers.
Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders.
4. Convener of this shareholders’ meeting
Upon inspection, the general meeting of shareholders was convened by the board of directors of the company. Xinda lawyer believes that the qualification of the convener of the general meeting of shareholders is legal and valid.
3、 Proposals, voting procedures and voting results of the general meeting of shareholders
Upon the inspection of Xinda lawyer, the shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters to be considered listed in the notice of the meeting by means of on-site voting, monitored, checked and counted the votes according to the procedures specified in the articles of association, and announced the on-site voting results on the spot. After the online voting of the general meeting of shareholders, SSE Information Network Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting of the general meeting of shareholders.
The voting of the proposals considered at the general meeting of shareholders is as follows:
1. Deliberated and passed the proposal on Amending the articles of Association
Voting results: 79791425 shares were approved, accounting for 99.6402% of the total voting shares of all shareholders or shareholders’ proxy attending the general meeting; The number of dissenting shares is 288052, accounting for 0.3598% of the total number of voting shares of all shareholders or proxy representatives attending the general meeting of shareholders; The number of abstained shares is 0, accounting for 0.0000% of the total voting shares of all shareholders or shareholders’ proxy attending the general meeting. This proposal does not involve related party transactions and does not need to avoid voting.
This proposal is a special resolution proposal, which has been deliberated and adopted by more than two-thirds of the total number of effective voting shares attending the general meeting of shareholders.
According to the inspection of Xinda lawyer, the matters discussed at this shareholders’ meeting are completely consistent with those listed in the notice and announcement of the company’s meeting, and there is no situation of modifying the original meeting proposal, proposing new proposals and voting on matters not listed in the notice and announcement of the meeting. Xinda lawyer believes that the voting methods and procedures of this general meeting of shareholders comply with the provisions of laws and regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, lawyer Xinda believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of Association; The qualifications of the convener and attendees of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions of this general meeting of shareholders are legal and effective. Xinda agrees that this witness legal opinion shall be announced together with the resolution of the company’s general meeting of shareholders.
This witness legal opinion is in duplicate, which shall come into force after being signed by the handling lawyer and stamped with the official seal of Xinda. (no text below)
